Issue Prospectus for shares of

Transcription

1 Issue Prospectus for shares of Located in Legnica created in relation to the Public Offer of normal shares to bearer, Series C, excluding rights of current shareholders to subscription and an application for permission for circulation on the regulated market, for normal shares to bearer, Series B, no more than normal shares to bearer, Series C, as well as no more than rights to shares, Series C. The Public Offer can be performed only on the territory of the Republic of Poland. This Prospectus cannot be taken as a trade offer or as a purchase offer outside the borders of Poland. This Prospectus and the securities covered therein have not been a subject to any registration, approval or notification in any country other than the Republic of Poland, especially in conformity with the Regulation on prospectus or the American act on securities. Securities covered by this Prospectus cannot be offered or sold outside the borders of the Republic of Poland (including territories of other member states of the European Union and the United States of America), unless such an offer or sale can be performed on the territory of a given country in concordance with law, without the need to fulfill any additional legal requirements. Each investor living or located outside the borders of the Republic of Poland should get acquainted with Polish legal reulations and legal regulations of any other country that may apply in the given case. Investments in securities covered by this Prospectus always have a high level of risk, proper for instruments of capital market having the share character, risk connected with the activites of the Issuing Party and the environment of activities of the Issuing Party. A detailed description of risk factors can be found in Part II of the Prospectus Risk factors. The Offering Party Financial Advisor Expert Auditor Date of Prospectus approval: r. Page 1

2 Table of Contents I. SUMMARY Tele-address data, people responsible for information presented in the Prospectus, level and structure of company capital Basic information on the activity of the Issuing Party History and development of the Issuing Party Risk factors Information on managing and supervising personnel Significant shareholders Selected financial data Basic elements of development strategy of the Issuing Party and goals of the issue Information about conditions of the offer II. THE RISK FACTORS Risk factors related to the environment of business activity of the Issuing Party Risk related to macroeconomical and political situation in Poland Risk of legal regulations change Risk related to instability of the tax system Risk related to competition increase Currency rate risk Interest rate risk Financial problems of the Partnership customers Factors specific for the Issuing Party and its market Risk related to strategic goals Risk related to the increase of current costs and other costs Risk related to changes in construction costs Risk related to dependency of the Partnership on the contractors of construction works Risk related to the possibility of new grounds acquisition Risk related to unfavourable ground conditions Risk related to land prices drop Page 2

3 2.8. Risks accompanying investment implementation Risk related to administrative decisions Risk related to the responsibility for environmental protection Risk related to leaving of people occupying the key positions within the Partnership Risk related to work accidents at contractors Risk related to financial leverage Risk related to bankruptcy of the Partnership or of its dependent entities Risk related to reprivatisation Risk factors related to the investment in Offered Shares Risk related to the possibility of cancellation or waiver of the Public Offer Risk related to ineffective Issue of Series C Shares Risk related to claim of revoking the resolution on the increase of company capital by issuing Series C Shares Risk related to PDA quotation of Series C Risk related to refusal of introduction of shares of the Issuing Party to the stock exchange circulation or to a delay thereof Risk of indequate dispersion of shares introduced to circulation on the regulated market Risk related to exclusion of Series B Shares, Series C Shares and Series C PDA from circulation on the regulated market Risk related to the possibility of suspending circulation of Series B Shares, Series C Shares and Series C PDA on the GPW Risk related to fluctuations of quotations of the Issuing Party Shares and Series C PDA Risk related to the possibility of the ban of start or of the order to stop the Pobulic Offer and of the ban of start or order to stop the approval of shares for circulation on the regulated market by the KNF Risk related to violation of legal regulations or to a justified suspicion of violation thereof by the Issuing Party or by the entities participating in the public offer Risk related to refusal of the annex to the Prospectus Risk related to subscription for Offered Shares and to subscription payment Risk related to prolongation of subscription deadline Risk related to not fulfilling or violation of duties of the Issuing Party, defined by legal regulations and by the GPW Status Risk of using sanctions on the Issuing Party by the KNF Risk of use of other sanctions by the KNF Page 3

4 Page 4 Rank Progress S.A. Issue Prospectus III. REGISTRATION DOCUMENT Responsible people The Issuing Party Financial advisor The Offering Party Expert Auditors Names and addresses of Expert Auditors Information on resignations, contract terminations or changes of the Expert Auditor Selected financial information Risk factors Information on the Issuing Party History and development of the Issuing Party Legal (statutory) and trade name of the Issuing Party Place of registration of the Issuing Party and its registration number Date of creation of the Issuing Party The Issuing Party s country of origin the Issuing Party s office and legal form, legal regulations which form the basis of the Issuing Party s activity, county of location (origin), address and phone number of its statutory office History of activity of the Issuing Party Investment Description of investments of the Issuing Party Description of current investments of the Issuing Party Information about the main future investments of the Issuing Party, which have valid obligations taken by management of the Issuing Party General activity profile Basic activity Basic fields and types of activity Development strategy Activity segments Organisation of the business activity of the Group Main customers Current investments of the Partnership... 54

5 Planned investments of the Capital Group Other future projects Land bank New products and services Main markets and competition of the Issuing Party Market descriptions Sales structure Competition Influence of extraordinary factors Dependence of the Issuing Party on patents or licenses, industrial, commercial of financial contracts or on new production processes Commercial contracts Leasing contracts Industrial contracts and new production processes Financial contracts Patents or licences Declaration of the Issuing Party on its competition position Organisational structure Short description of the Group of the Issuing Party List of significant dependent entities of the Issuing Party Fixed assets Existing or planned, significant, tangible fixed assets, including rented real estates and debts created on these assets Significant real estates owned and rented Other significats tangible fixed assets Planned acquisition of tangible fixed assets of the Issuing Party Issues related to environmental protection Review of the operational and financial situation Financial situation Financial results Profitability analysis Page 5

6 Page 6 Rank Progress S.A. Issue Prospectus 9.2. Current result Information about significant factors, including extraordinary events or rare or new solutions, significantly influencing the results of current activity, with an indication of the degree, to which the results have been influenced Discussion of reasons of significant changes in net sales or net income of the Issuing Party, if the financial reports show such changes Information about any elements of governmental, economical, fiscal, monetary and political policy and factors, which had significant influence or which could have directly or indirectly, significantly influence the current activity of the Issuing Party Capital resources Information about the capital sources Explanations of sources and amount and description of monetary assets flow Information about loan needs and financing structure Viability analysis Information about any restrictions in using capital assets, which had, or which could have influenced, directly of indirectly, the current activity of the Issuing Party Information about predicted funding sources necessary to implement obligations resulting from the planned investments of the Issuing Party and planned significant tangible fixed assets Research and development, patents and licences Research and development Patents, licences and trademarks Trademarks Information about tendences The most significant recent tendences in production, sales and supplies, as well as in costs and sale prices for the period from the date of last tax year finish until the date of Prospectus approval Information about any known tendencies, unsure elements, claims, obligations or events, which are rather sure to influence the perspectives of the Issuing Party at least until the end of current tax year Result forecasts or estimated results Basic assumptions of forecasts of estimations of the Issuing Party Assumptions for estimated results of the Issuing Party Assumptions for financial forecasts, independent from the Issuing Party Assumptions for financial forecasts dependent on the Issuing Party Report of independent accountants or expert auditors on the correctness of financial forecasts and estimated results preparations... 87

7 Page 7 Rank Progress S.A. Issue Prospectus Forecast of selected financial data and estimated results Comparability of the results forecast or estimated results with the historical financial information Administrative, management and supervisory organs and high-level management personnel Data of the memebers of management and supervisory organs and high-level management personnel, which are significant for the statement that the Issuing Party has proper knowledge and experience, which allows management of its activity Conflict of interests in the administrative, management and supervisory organs and with high-level managerial staff Contracts and agreements with significant shareholders, customers, suppliers or other people, which would form a basis of elevation of members of management and supervisory organs and high-level managerial staff to their positions Limitations in the field of disposal of securities of the Issuing Party in a specified time, agreed by the members of management and supervisory organs and high-level managerial staff Salaries and other benefits Salaries of members of administrative, management and supervisory organs of the Issuing Party Total amount reserved or collected by the Issuing Party or its dependent entities for pension benefits or other similar benefits Practices of administrative, management and supervisory organ End date of the current term of administrative, management and supervisory organ members and periods, in which these people held their positions Contracts on services of members of administrative, management and supervisory organs with the Issuing Party or with its dependent entity, defining benefits paid upon termination of labour relation Audit Committee and Issuing Party s Salary Committee Rules of corporation order Employees Total number of employees of the Issuing Party, divided according to the form of employment and functions performed Shares or options owned by the people forming the administrative, management and supervisory organs Participation of employees in the capital of the Issuing Party Significant shareholders Information about people other than the members of administrative, management and supervisory organs, who directly or indirectly have participations in the capital of the Issuing Party or voting rights requiring registration according to the law of the Issuing Group s country Information about other voting rights related to the Issuing Party

8 Page 8 Rank Progress S.A. Issue Prospectus Designation of a dominating entity of the Issuing Party or an entity controlling the Issuing Party Description of all agreements known to the Issuing Party, the future implementation of which may cause changes in the methods of control over the Issuing Party Transactions with dependent entities The period from January 1 st, 2009 to the date of Prospectus approval Financial information on assets and credits of the Issuing Party, its financial situation and profits and losses Historical financial information Opinion of an independent expert auditor on the study of historical financial informantion for the General Assembly, the Supervisory Board and the Board of RANK PROGRESS S.A. ( Issuing Party ) located in Legnica Information about opinions of the expert auditor on particular years presented in this chapter Historical financial information of the Capital Group of the Issuing Party prepared according to the ISFR Financial information pro forma Financial reports Study of historical yearly financial information Statement declaring, that historical financial informations have been studied by an expert auditor Opinion of an independent expert auditor on the study of historical financial information for the General Assembly, Supervisory Board and the Board of RANK PROGRESS S.A. ( Issuing Party ), located in Legnica Opinion of an independent expert auditor for the current year from January 1 st to December 31 st, Opinion of an independent expert auditor for the current year from January 1 st to December 31 st, Indication of other information in the Registration Document, which were studied by expert auditors Opinion of an independent expert auditor for the current year from January 1 st to June 30 th, Source of data included in the financial reports Date of the newest financial information

9 20.6. Mid-year and other financial informaiton i inne informacje finansowe Opinion of the independent expert auditor on mid-year financial information for the period from January 1 st to June 30 th 2009, for the General Assembly, Supervisory Board and Board of RANK PROGRESS SA ( Issuing Party ) located in Legnica Mid-year, short, consolidated financial report of the Rank Progress S.A. Capital Group for the period from to together with comparable data for the period from to , prepared according to the ISFR Dividend policy Court and mediatory proceedings Bankruptcy, settlement, negotiation, agreement, execution or liquidation proceedings started against the Issuing Party, its Capital Group or against a shareholder owning at least 5% of shares or of the total number of votes at the General Assembly of the Issuing Party or of a company from its Capital Group Other proceedings, where the Issuing Party, company from its Capital Group or a shareholder owning at least 5% of shares or of the total number of votes during the General Assembly of the Issuing Party or of a company from its Capital Group, is a party in the proceeding Court proceedings, where the Issuing Party or a company from its Capital Group is a party in the proceeding Execution proceedings, where the Issuing Party or a company from its Capital Group is a party in the proceeding Proceedings, where the Issuing Party is a shareholder of the Issuing Party or of a company from its Capital Group, owning at least 5% of shares or of total number of votes during the General Assembly of the Issuing Party or a company from its Capital Group Proceedings before the administration organs related to the activity of the Issuing Party or of the companies from its Capital Group Significant changes in financial or commercial situation of the Issuing Party Additional information Share capital Amount of issued capital Shares, which do not represent capital Shares owned by the Issuing Party, other people in the name of the Issuing Party or other dependent entities of the Issuing Party Interchangeable, exchangeable securities or securities with warrants All purchase rights or obligations related to the target capital or obligations to increase company capital Capital of any member of the Group, which is a subject of options, or for which it has been conditionally or unconditionally agreed, that it will become a subject of options Page 9

10 Historical information about the company capital for the period covered with historical financial information Status Description of subject and goal of the activity of the Issuing Party Summary of all statements of the Status of the Issuing Party and rules of the Issuing Party related to the members of management and supervisory organs Description of rights, priviledges and limitations related to shares of the Issuing Party Descriptions of actions necessary to change rights of shares owners, with indications of the rules which are more significant than it is required by the law Description of rules defining the method of calling for ordinary general assemblies of shareholders and extraordinary general assemblies of shareholders, including the rules of participation in the assemblies Description of the statements of the Statuts or rules of the Issuing Party, which could case a delay, postponing or cancellation of control change over the Issuing Party Indication of statements of the Status or rules of the Issuing Party, if such exist, which regulate the threshold value of owned shares, which, if exceeded, makes it necessary for the shareholder to reveal the level of owned shares Description of conditions placed through powers of Status statements or of rules of the Issuing Party, which govern capital changes, if this rules are more strict than it is required by law Significant contracts Continued loan contracts Other loan contracts Insurance policies Other contracts Contracts signed between the shareholders of the Issuing Party Contracts, where the shareholders or bound entities are a party, in a case, when they are significant for the Issuing Party or its business activity Information of third parties and declarations of experts and declarations on any engagement Documents made available for browsing Information on shares of other companies IV. QUOTATION DOCUMENT Responsible people Risk factors, which are significant for securities offered or accepted for circulation Basic information Page 10

11 3.1. Current capital declaration Declaration on capitalisation and debt Interests of persons and legal entities engaged in the issue or in the offer Goals of the Public Offer and the description of use of the monetary income Informations on securities offered or approved for circulation Type and group of the Offered Shares and approved for circulation Legal regulations which formed the basis for creation of offered securities or securities approved for circulation Indication, if the securities offered or approved for circulation are registered securities, securities to bearer or if they have a dematerialised form Currency of the issued securities Rights, including all limitations of these rights, related to the securities and procedures of execution of these rights Basis of issue of offered or approved securities Predicted date of the new issue Limitations of freedom of securities transfers Limitations of freedom of securities transfers resulting from the CCC or from the Status of the Partnership Act on Circulation of Financial Instruments and Acts on Public Offer Duty of submission of intentions of concentration, resulting from the Act on Protection of Competition and Customers Regulation of the Council EC N o 139/2004 on the control of concentration of companies Effective regulations related to mandatory offers of overtake or mandatory purchases and buys related to securities Indication of public overtake offers in relation to the capital of the Issuing party made by third parties within the last tax year and the current tax year Taxation of income from dividend and shares sales Income tax from the income by virtue of dividend Income tax from income obtained from sales of shares Tax from civil-legal actions Tax from legacies and donations Responsibility of the payer Information about the offer conditions Page 11

12 5.1. Conditions, parameters and predicted schedule of the offer and actions required during subscription oraz działania wymagane przy składaniu zapisów Offer parameters Offer schedule Book building Rules of subscription submissions Actions through a representative Withdrawal or suspension of the offer Deadline, within which it is possible to withdraw a subscription Methods and deadlines provided for payments for shares and supplying shares Description of revealing to the general public informations about the results of the offer, ineffectiveness of the offer, lack of registration of the company capital increase and methods of return of payments made Rules of distribution and allocation Intentions of major shareholders and members of management, supervisory and administrative organs of the Issuing Party, related to participation in the subscription Informations revealed before the allocation Transfers between Tranches Allocation rules description of subscription reductions and return of overpaid amounts Conditions of offer s end, the earliest possible end date Procedure of notifying investors about the number of allocated shares with the indication, if circulation is allowed before this notification is sent Price of shares Positioning and guarantees (subissue) Approval of securities to circulation and statements related to circulation Approval of securities for circulation Regulated markets or equivalent markets, on which the same class of shares are approved for circulation, as shares offered or approved for circulation Information about securities being the subject of subscription or positioning at the same time, or almost at the same time, as created securities, which are a subject of approval for circulation on a regulated market Information about agents in circulation on the secondary market Stabilising actions Page 12

13 7. Information about the owners of securities covered by the sale Information about the entities offering shares for sale and numer and type of shares offered by each of the sellers Number and type of securities offered by each of sellers, owners of securities Contracts on prohibition of lock up type shares sales Quotation costs Dilution Additional information Description of activity scope of the advisors Indication of other information in the Quotation Document, which have been studied or browsed by authorised expert auditors who prepared a report in relation to these Information about the expert in the Quotation Document Information obtained from third parties and indication of sources of these information DEFINITIONS AND ABBREVIATIONS FORMS AND APPENDICES Appendix N o 1 Subscription form for offered shares of Rank Progress S.A Appendix N o 2 Disposal of deposition of Offered Shares of Rank Progress S.A Appendix N o 3 Declaration of interest in a purchase of Offered Shares of Rank Progress S.A Appendix N o 4 - List of subscription points accepting subscriptions for shares Appendix 5 The Status Appendix 6 Summary of estimated operates defining market values of real estates Page 13

14 I. SUMMARY This summary should be understood as an introduction to the Prospectus. Each decision of investment in the Shares of the Issuing Party offered as per the Prospectus is made each time on the basis of the contents of the entire Prospectus. An Investor making a claim related to the contents of this Prospectus pays the cost of any potential translation of the Issue Prospectus into another language, before starting the proceeding in the court. People who prepare this summary, including each translation of the summary, bear the responsibility only in a case, when this summary causes a misrepresentation, is inaccurate or contradicts other parts of the Prospectus. 1. Tele-address data, people responsible for information presented in the Prospectus, level and structure of company capital Tele-address data of the Issuing Party: Company: Rank Progress Spółka Akcyjna located in Legnica Address: ul. Złotoryjska Legnica Phone: (+48 76) Fax: (+48 76) sekretariat@rankprogress.pl Website: People responsible for the Summary: The following people act on the behalf of the Issuing Party, which is the entity responsible for information included in the Prospectus: Jan Mroczka Board Chairman, Dariusz Domszy Board Deputy Chairman, Mariusz Kaczmarek Board Member. Level and structure of company capital: Share capital of the Issuing Party equals PLN and it is divided into Shares, including: (sixteen millions two hundred and fifty thousands nine hundred and sixty) registered, priviledged shares, Series A with nominal value of 10 groszy (ten groszy) each, created on the basis of the resolution on transformation of the Issuing Party into a stock company, on October 1 st, 2007, (sixteen millions two hundred and fifty thousands nine hundred and sixty) normal shares to bearer, Series B with nominal value of 10 groszy (ten groszy) each, created on the basis of the resolution on transformation of the Issuing Party into a stock company, on October 1 st, Series A shares are priviledged in regard to voting (each share has two votes at the General Meeting). All shares have been paid. Status of the Issuing Party also predicts creation of a reserve fund and it allows a possibility of creation of targeted funds (including a targeted funds covering losses of the Company). The nominal value of each share of the Issuing Party is 0,10 PLN (in words: ten groszy) each. In the period of , the legal predecessor of the Issuing Party acted as a general partnership, as a company named Bartnicki, Mroczka E.F. Rank Progress Sp. j., thus, as of January 1 st, 2007 as well as of December 31 st, 2006, company capital of the legal predecessor of the Issuing Party did not include any shares. In the period covered by historical financial information, over 10% of the capital was not paid with assets other than cash. 2. Basic information on the activity of the Issuing Party The issuing Party is making investments real estate development within the domestic market, namely, real estate acquisition and their housing with trade buildings designed for rent or for sale. The Capital Group of the Issuing Party focuses its current and future activity on implementation of four categories of investment projects within the real estate market, namely, on housing and renting or sale of the buildings: large area commercial service centres, downtown commercial galleries, commercial objects commercial/trade parks, high profit, short-term investment projects. Page 14

15 3. History and development of the Issuing Party On August 26 th, 1997, the foundation act of the civil law partnership E.F. Rank Progress General Office of Trade was created by Jan Mroczka, Andrzej Bartnicki and a third person, this company has been registered in the business activity register of the City Council of Legnica on September 2 nd, On July 27 th, 1998 the act of the civil law partnership has been changed, and since then Jan Mroczka i Andrzej Bartnicki have been the only partners. On January 29 th, 2001, through the powers of art KSH, the partners Jan Mroczka i Andrzej Bartnicki have transformed the civil law partnership into a general partnership, created on March 20 th, 2001, i.e. after it had been registered in the business entities registry of the National Court Registry maintained by the District Court of Wrocław-Fabryczna in Wrocławiu, IX Economic Department of the National Court Registry, with the number KRS On October 1 st, 2007, the partners have made a resolution on transformation of the Bartnicki, Mroczka E.F. Rank Progress Sp. j. partnership into a share company with the name of Rank Progress S.A. (the authenticated deed created by the notary - Elżbieta Raczkowska-Martyn, having a Notary Office in Legnicy, rep. A N o 11956/07). The transformation became effective on October 10 th, 2007, when the decision on registering the transformed company in the business entities registry of the National Court Registry maintained by the District Court of Wrocław-Fabryczna in Wrocławiu, IX Economic Department of the National Court Registry, with the number KRS , was made. Important events within the business activity timeline 1997 Foundation of a civil law partnership E.F. Rank Progress General Office of Trade bz the partners - Andrzej Bartnicki, Jan Mroczka and a third person The aforementioned, third person leaves the partnership. Since then, Jan Mroczka and Andrzej Bartnicki have been the only partners E.F. Rank Progress General Office of Trade s.c. starts a close cooperation with TESCO Polska Sp. z o.o. It starts the construction works of TESCO Commercial Centres in Jelenia Góra, in Zielona Góra and in Bielsko-Biała, as well as Commercial Centre CASTORAMA in Bielsko-Biała, all on the grounds owned by the partnership On January 29 th, 2001, through the powers of art k.s.h., the partners, i.e. Jan Mroczka and Andrzej Bartnicki created the foundation act of the general partnership as a company named Bartnicki, Mroczka E.F. Rank Progress Sp. j. Then, on March 20 th, 2001, the District Court of Wrocław Fabryczna in Wrocław, IX Commercial Department of the National Court Registry, has registered the company (partnership) Bartnicki, Mroczka E.F. Rank Progress Spółka Jawna, with the number KRS Bartnicki, Mroczka E.F. Rank Progress Spółka jawna finishes the implementation part of four large projects large area commercial centres: TESCO Jelenia Góra Commercial Centre, al. Jana Pawła II, sq.m., parking places, TESCO Zielona Góra Commercial Centre, ul. Energetyków, sq.m., 831 parking places, TESCO Bielsko-Biała Commercial Centre, ul. Warszawska, sq.m., 980 parking places, CASTORAMA Bielsko-Biała Commercial Centre, ul. Warszawska, sq.m., 650 parking places The company/partnership finished the implementation phase of another objects in the large area commercial centres segment: TESCO Ruda Śląska Commercial Centre, ul. 1 Maja, sq.m., 550 parking places, TESCO Tarnowskie Góry Commercial Centre, ul. Zagórska, sq.m., 555 parking places. Purchase of a real estate located in Legnica at ul. Złotoryjska 63 and start of self-contracted renovation and modernisation works. This building hosts the current office of the company/partnership Bartnicki, Mroczka E.F. Rank Progress Spółka jawna starts a close cooperation with CARREFOUR POLSKA Sp. z o.o. Page 15

16 2004 The company/partnership finishes other objects: TESCO Głogów Commercial Centre, ul. Piłsudskiego, sq.m., 435 parking places, CARREFOUR Zielona Góra Commercial Centre, ul. Dąbrówki, ,95 sq.m., 730 parking places The company/partnership finishes other objects: CARREFOUR Legnica Commercial Centre, ul. Piłsudskiego, sq.m., 860 parking places, TESCO Jawor Commercial Centre, ul. Poniatowskiego, sq.m., 112 parking places, CARREFOUR Kalisz Commercial Centre, ul. Poznańska, ,48 sq.m., parking places Several projects were finished, including the 1 st stage of construction works of the company s own Commercial Gallery Galeria Piastów in Legnica: CARREFOUR Commercial Centre Galeria Słowiańska, Zgorzelec ul. Jeleniogórska, ,2 sq.m, CARREFOUR Tarnowskie Góry Commercial Centre, ul. Kościuszki, sq.m., CARREFOUR Zamość Commercial Centre, ul. Lwowska, sq.m., CARREFOUR Grudziądz Commercial Centre, ul. Konarskiego, sq.m., LEROY MERLIN Kalisz Commercial Centre, ul. Poznańska, sq.m., Commercial Gallery Galeria Piastów in Legnica 1 st stage, Legnica, ul. Najświętszej Marii Panny, sq.m. The company/partnership changes the location of its office and moves into a renovated tenement house located at ul. Złotoryjska 63 in Legnica The project - CARREFOUR Zielone Wzgórza Commercial Centre, ul. Wrocławska in Białystok, sq.m., 860 parking places was finished. October 10 th, 2007 transformation of the Bartnicki, Mroczka E.F. Rank Progress Spółka jawna (general) partnership into the Rank Progress Spółka Akcyjna stock company, which has been registered on this day in the National Court Registry maintained by the District Court of Wrocław-Fabryczna in Wrocław, IX Commercial Department of the National Court Registry, with the number The company/partnership finished two important projects: Eden Commercial Park, 2 nd stage of the Galeria Piastów Commercial Centre. Eden Commercial Park On May 28 th, 2008, EDEN Commercial Park in Zgorzelec was opened. This object is located at ul. Jeleniogórska and it has ca sq.m. of commercial area, the number of parking places is ca. 320, and the number of shops 25. After the completion, this object has been sold to ABERCROMBY Sp. z o.o. 2 nd stage of Galeria Piastów in Legnica On October 16 th, 2008, the company/partnership has released the 2 nd stage of Galeria Piastów. Inside the building with total area of almost sq.m., two shops are present: H&M and New Yorker with total area of ca sq.m. and 21 flats of enhanced standard. Other objects The following investments, placed on the areas acquired by the company/partnership, are being finished, and the company/partnership was responsible for the implementation of formal-administrative procedures for these objects: CARREFOUR Commercial Centre in Szczecin, sq.m.,1 268 parking places, LEROY MERLIN Commercial Centre next to the CARREFOUR Commercial Centre in Szczecin, sq.m. Commercial Gallery next to the CARREFOUR Commercial Centre in Szczecin, sq.m The company/partnership finishes two large investments: Twierdza Commercial Centre in Kłodzko, Page 16

17 3 rd stage of Galeria Piastów in Legnica. Twierdza Commercial Centre On March 10 th, 2009, Leroy Merlin mall is opened, on March 25 th, 2009 Carrefour food mall is open, and on April 4 th, the commercial gallery itself. The entire object, with the total area of almost mkw, hosts over 50 shops, restaurants and services, it also has a parking lot for over 700 cars. 3 rd stage of Galeria Piastów in Legnica On April 24 th, 2009, another and the last stage of Galeria Piastów was finished, its area of ca sq.m. The first stage, with the total area of ca sq.m. was finished in the autumn of The autumn of 2008 was the time the second stage was opened, its area being sq.m., with its two-floor area rented by such names as H&M and New Yorker, and in the upper floors, 21 flats of enhanced standard were built. After the construction works of the entire site have ended, Galeria Piastów in Legnica is an area of ca sq.m. of total area and over sq.m. of rented area, including a multiplex cinema and a parking lot for 400 cars of the customers of the Commercial Centre. Other objects: Carrefour GALERIA ZDRÓJ Commercial Centre in Jastrzębie Zdrój On August 21 st, 2009, Carrefour GALERIA ZDRÓJ Commercial Centre in Jastrzębie Zdrój was opened, with the total area of ca sq.m., ca. 500 parking places. This object was built on a parcel bought by Carrefour from Rank Progress S.A. The company/partnership has performed formal-administrative works related to this investment., Pasaż Grodzki Commercial Gallery in Jelenia Góra On April 13th 2009, a dependant partnership Rank Müller Jelenia Góra Sp. z o.o., started construction works of the Pasaż Grodzki Commercial Gallery, with commercial area of ca sq.m. and a total area of ca sq.m. This object is located in the very centre of Jelenia Góra, at the junction of Grodzka and Jasna streets. Predicted time of completion for this investment is the 4 th quarter of 2010., Tęcza Gallery in Kalisz In 2009, the Company/Partnership has obtained permission for building a commercial gallery named Galeria Tęcza in Kalisz. This object will be located in the centre of the town, at the junction of 3 Maja Street and Plac Nowy Rynek, at the site of Tęcza supermarket. The total area of the object is predicted to be ca sq.m., and the commercial area to be ca sq.m., number of parking places ca. 400, predicted number of shops ca. 90. Predicted time of completion for this investment is the 2 nd quarter of On December 9 th, 2009, the Issuing Party has finished issuing bonds year normal bonds to bearer, Series A, were isuedm with a nominal value and issue price of PLN each, with a total nominal value of PLN. 4. Risk factors Risk factors related to environment of the business activity of the Issuing Party: risk related to the makroeconomical and political situation in Poland, risk of changes to legal regulations, risk related to instability of the tax system, risk related to increase of competition, exchange rates risk, interest rates risk, financial problems of the customers of the Partnership. Risk factors specific for the Issuing Party and its sector: risk related to strategic goals, risk related to increase of operational costs and other costs, risk related to changes in cost of construction works, risk related to dependency of the Partnership on the contractors of construction works, risk related to potential acquisition of another land parcels, risk related to unfavourable land conditions, risk related to drop of land prices, risk accompanying the implementation of investments, risk related to administrative decisions, risk related to responsibility for the environmental protection, risk related to leaving of employees occupying the key positions within the Partnership, risk related to accidents during work done by the contractors, risk related to financial leverage and securities on assets of Issuing Party, risk related to bankruptcy of the Partnership or its dependant entities, risk related to reprivatisation, risk related to the lack of audit committee Page 17

18 risk related to the resolution of the general partnership dated June 22 nd, 2007, on the application of MSR/MSSF to consolidated financial reports Risk factors related to investment in Offered Shares: risk related to possibility of revoking or waiver of the Public Offer, risk of not coming of the issuing of Series C Shares into effect, risk related to claims of reversal of the resolution on raising the company capital by issuing Series C Shares, risk related to share quotations of PDA Series C, risk related to refusal of introduction of the Issuing Party s shares to the stock exchange or a delay of this introduction, risk of insufficient dispersion of the shares being introduced to regulated market circulation, risk of excluding Series B Shares, Series C Shares and PDA Series C from regulated market circulation, risk related to possibility of suspending the circulation of Series B Shares, Series C Shares and PDA Series C at GPW, risk related to fluctuation of shares quotations for the Issuing Party s Shares and PDA Series C, risk related to possibility of forbidding the start of the Public Offer, or of the order of holding the Public Offer as well as the possibility of forbidding the Shares from, or of the order of holding the Shares from being accepted for a market circulation, regulated by KNF, risk related to violation or a justified suspicion of a violation of legal regulations by the Issuing Party or by the entities participating in the Public Offer, risk related to refusal to approve the Annex to the Prospectus, risk related to subscription and payment of subscription for the offered shares, risk related to prolonging the period in which the subscriptions are accepted, risk related to not fulfilling or violating the duties, defined by legal regulation and GPW rules, by the Issuing Party, risk of sanctions use by the KNF, on the Issuing Party, risk of other sanctions use by the KNF. 5. Information on managing and supervising personnel The Board The following members constitute the Board: Jan Mroczka Board Chairman, Dariusz Domszy Board Deputy Chairman, Mariusz Kaczmarek Board Member. Supervisory Board The following members constitute the Supervisory Board: Andrzej Bartnicki Supervisory Board Chairman, Jakub Górski Supervisory Board Deputy Chairman, Paweł Puterko Supervisory Board Member, Piotr Kowalski Supervisory Board Member, Łukasz Kurdyś Supervisory Board Member. 6. Significant shareholders As of the date of the Prospectus approval, the significant shareholders of the Issuing Party are as follows: Table: Shares owned by the members of directorial and supervisory bodies of the Issuing Party. Shareholder N o of shares % of the capital N o of votes Vote % Jan Mroczka ,00% ,33% Andrzej Bartnicki ,00% ,33% Source: The Issuing Party Table: Shares owned indirectly by Jan Mroczka and Andrzej Bartnicki as of the date of Prospectus approval. Shareholder N o of shares % of the capital N o of votes Vote % MB Progress Capital Limited ,07% ,05% Page 18

19 MB Progress Capital Limited is an investment company located in Nicosia on Cyprus, the only shareholders of which are Jan Mroczka i Andrzej Bartnicki (50% of shares each), thus the shares of the Issuing Party owned by MB Progress Capital Limited are indirectly owned by Jan Mroczka and Andrzej Bartnicki. Tablel: Other significant shareholders of the Issuing Party as of the date of the Prospectus approval. Shareholder N o of shares % of the capital N o of votes Vote % MB Progress Capital Limited ,07% ,05% Source: The Issuing Party 7. Selected financial data These selected financial data have been prepared on the basis of studied, historical, financial data of the Capital Group Rank Progress S.A. for the period of , as well as mid-year financial data for the period from January 1 st, 2009 to June 30 th, 2009, containing comparable financial data prepared for the period from January 1 st, 2008 to June 30 th, 2008, prepared according to International Standards of Financial Reporting. Table. Selected financial data (in thousands of PLN). Details 1 st half of st half of Net income from sales Sales result Operational activity result + depreciation (EBITDA) Operational activity result (EBIT) Gross result Net result Net profit per share (in PLN) 2,43 0,15 0,15 1,51 2,84 Diluted net profit per share (in PLN) 2,13 * 0,15 0,15 1,51 2,84 Assets, total Fixed assets Current assets, including supplies active debts and other assets monetary assets Equity share capital Liabilities, total Long-term liabilities, including By virtue of loans Short-term liabilities, including by virtue of loans Flow of monetary assets from the operational activity Flow of monetar assets from the investment activity Page 19

20 Flow of monetary assets from the financial activity Net monetary assets flow, total Monetary assets at the beginning of the period Monetary assets at the end of the period Source: Issuing Party *) net diluted income per share at the end of the 1 st half of 2009 was determined under the assumption that issuing of a maximum amount of Series C Shares has taken place. For other periods presented in the table above, this factor takes into account only the number of issued shares. 8. Basic elements of development strategy of the Issuing Party and goals of the issue Basic elements of development strategy The strategy foresees development within the real estate market, which is advantageous for shareholders, business partners and for local communities. The core of this strategy is long-term trust of all entities engaged in implementation of each project. Thanks to gained knowledge and experience, the Issuing Party has specialised in designing and construction of large area commercial objects and commercial galleries, as well as commercial parks in medium size cities. Besides product diversification, the Group of the Issuing Party also maintains a geographical diversification. The list of cities, where the Group of the Issuing party has finished, peforms or plans to implement its projects in all segments of its activity, is as follows: Stargard Szczeciński, Białystok, Grudziądz, Kalisz, Zamość, Bielsko Biała, Katowice, Jastrzębie Zdrój, Dąbrowa Górnicza, Opole, Wrocław, Legnica, Jelenia Góra, Kłodzko, Zgorzelec, Skarżysko-Kamienna, Świdnica, Jarosław, Krosno, which form a proof that this strategy is implemented with consequence. In order to execute the investment plans, the Group of the Issuing Party assumes that it will obtain capital from the capital market by issuing shares. Estimated value of planned financial expenses on investments of the Group of the Issuing Party is expected to equal 500,1 mln PLN in the period of Besides the assets obtained from issuing shares, the other part of investment expenses will come from own assets of the Issuing Party, combined with bank loans. In particular, it is planned that the Issuing Party will reinvest up 90% of net income from the following years of business activity. Developer projects can be found among the investments planned by the Group of the Issuing Party. Goals of the Issue The main condition of the Public Offer is to obtain funds, which will allow the Issuing Party to implement its planned strategy and to expand its current activity. The Issuing Party plans to earmark the net income from the issue of new Shares for: Increasing the capital in its target companies, which will use thus obtained assets to cover their own contribution to the investment projecst implemented by the Capital Group, Supplementation of own contribution to the Galeria Piastów investment in Legnica, Payment of current loan obtained from BZ WBK S.A. The Issuing Party provides a maximum period in which the obtained assets are about to be used as 9 months from the date the assets arrive at the Partnership. The Partnership Board anticipates to obtain a net amount of up to 51 mln PLN from the Issue of Series C Shares, with the assumption that all Offered Shares are obtained by the Investors at the maximum price. The Issuing Party plans to use income from the Issue as follows: Table: Goals of the Issue of Series C Shares. Company implementing Amount N o Investment expenditures the investment (in thousands of PLN) 1 "Galeria Tęcza" Commercial Gallery in Kalisz E.F. Progress I Sp. z o.o Twierdza Commercial Centre in Zamość E.F. Progress III Sp. z o.o "Pasaż Grodzki" Commercial Gallery in Jelenia Góra Rank Müller Jelenia Góra Sp. z o.o. 4 "Twierdza II" Commercial Park in Kłodzko E.F. Progress VII Sp. z o.o Galeria Świdnicka Commercial Gallery in Świdnica E.F. Progress VI Sp. z o.o "Galeria Piastów" Commercial Gallery in Legnica Rank Progress S.A Page 20

21 Total Source: The Issuing Party These projects have been classified according to their implementation priority. Information on financial and technical parameters of aforementioned projects, Numbers 1-5, as well as information on total expenses on particular investments can be found in p Part III of the Prospectus, Registration Document. Information related to the investment N o 6 i.e. Galeria Piastów in Legnica have been presented in p and 8.1 Part III of the Prospectus, Registration Document. The value of spendings on investment planned by the Issuing Party for the period equals 500,1 mln PLN in total, and the total amount would be spend on investments in commercial objects. The assets for funding the investment projects planned for the period, described in p , and Part III of the Prospectus, Registration Document will come from: Issue of New Shares 49 mln PLN; Monetary income from current activities and investments 52,9 mln PLN; Bank loans 398,2 mln PLN. The Issuing Party assumes, that the amount of debt funding in funding of all planned development projects will constitute about 70%. The investment goals presented above and spending on these investments are to be executed independently of each other. The Issuing Party plans to implement these goals during the period. In the opinion of the Issuing Party, the assets obtained by issuing New Shares, complemented with debt financing and own assets from current activities and investments will be enough to reach the goals of the Issue. If the final amount of assets obtained by issuing New Shares will be lower than expected by the Board of the Issuing Party, then the spendings on implementation of issuing goals will be additionally funded from other sources (own assets of the Issuing Party, bank loans or leasing), and even if these funds would be insufficient, then the period of investment program will be prolonged. As of the date of Prospecuts approval, the Issuing Party does not expect the goals of the Issue to be changed. If it turns out, however, that implementation of planned investments will be impossible or ineffective because of any reasons, the Board of the Issuing Party does not reject the possibility of assets transfer between the aforementioned goals of the Issue of Series C Shares or of implementation of other investments. Any potential changes regarding assets transfers wil be made by the virtue of a resolution of the Board of the Issuing Party and immediately announced to the general public. If the resolution on assets transfer would be made before the Series C Shares enter stock circulation, an appropriate information will be given to the general public, also by making an annex to the Prospectus available (which is to be approved by the KNF). This annex will be announced to the general public in the same way as the Prospectus. 9. Information about conditions of the offer Offer parameters According to this Prospectus, the offer contains Offered Shares, including: within Institutional Investor Tranche to obtain Series C Shares of nominal value 0,10 PLN each, within Open Tranche to obtain Series C shares of nominal value 0,10 PLN each. On the basis of this Prospectus, the Issuing Party wants to obtain a permission to introduce for circulation in the regulated market: normal shares to bearer, Series B of nominal value 0,10 PLN each, no more than normal shares to bearer, Series C of nominal value 0,10 PLN each, no more than rights to normal shares to bearer, Series C. The offer schedule Purchase Declaration Deadline: Public Subscription Start: May 27 th, 2010 from May 21 st, 2010 to May 25 th, 2010, until (2pm) Accepting subscriptions for Offered Shares: from May 27 th, 2010 to May 31 st, 2010 Public Subscription Deadline: May 31 st, 2010 Planned allocation of Offered Shares: Up to 6 working days after the deadline of public subscription Page 21

22 The Issuing Party holds the right to change the aformentioned dates. In case of a change of Public Offer deadline and the deadline of subscription for Offered Shares, an appropriate message will be announced to the general public, by making an updating announcement. This announcement will be made available for the general public in the same way this Prospectus was published, before the changed date. In the case of book-building deadline change, the appropriate information will be given to the general public in the aformenetioned way, no later than the moment the book-building process starts. If any change of the aforementioned deadlines significantly affects the evaluation of Offered Shares, an appropriate message will be announced to the general public before the end of the modified deadline, by making available an annex to this Prospecuts, approved by the KNF. After the start of the subscription, the Issuing Party holds the right to extend the subscription period in a case, when the total number of Offered Shares contained in subscriptions will be less than the number of Offered Shares contained in the Public Offer. This prolonged period cannot be longer than three months from the start date of the Public Subscription. In a case of change of the subscription period, an appropriate message will be announced to the general public, by making available an annex to this Prospecuts, approved by the KNF. This annex will be made available for the general public in the same way this Prospectus was published. Prolongation of subscription period can take place only in the vailidity period of the Prospectus. In the case of a change of Offered Shares allocation date, an appropriate message will be announced to the general public as an update message, no later than the Offered Shares allocation date. The update message will be made available for the general public in the same way this Prospectus was published. Book building Before the start of the Public Offer, marketing actions will be performed, which are known as the book-building process. The book-building process is related to both tranches, in which the Shares are offered. As a result of this actions, a demand book for Offered Shares will be created. The results of demand book building in both tranches will be used during the determination of Issue price of the Offered Shares. Purchase declarations which do not contain: number of shares expressed as multiples of 10 shares, number of shares being at least 100, price within listed price range, price approximated to 0,01 PLN, other data listed in the Purchase Declaration form, will be treated as invalid. The price range, in which Purchase Declaration during the book-building phase will be accepted is from 10,77 to 12,00 PLN per share. The maximum Issue price of Offered Shares is 12,00 PLN and it cannot be lower than the nominal price of a share. II. THE RISK FACTORS 1. Risk factors related to the environment of business activity of the Issuing Party 1.1. Risk related to macroeconomical and political situation in Poland The income of the Partnership as a whole is related to its activity on the domestic market and thus it indirectly depends on factors resulting from the general, macroeconomic situation of Poland, such as unemployment levels, economic growth rate or inflation rate. Perturbations on international financial markets have influenced the economic situation in Poland. A decline in national economic growth rate has been noted, along with depreciation of PLN related to foreign currencies. The aforementioned macroeconomic tendencies have influenced and can influence the financial status of the Partnership. All future unfavourable changes of one or more aforementioned factors, especially worsening of the condition of Polish economy, currency crisis or public finance crisis, can unfavourably influence the financial results and financial situation of the Partnership Risk of legal regulations change Changes of fegal regulations or different interpretations of the low form a specific risk. Incoherence, lack of uniform interpretation of the law or frequent novelisations carry a huge risk in business activity, especially in the field of ground acquisition and execution of construction investments. The potential changes, especially related to the industrial activity regulations, environmental regulations, labour law and social insurances changes, commercial law (including partnership law and laws regulating the rules of capital market), can lead in a direction which causes negative influence on the activities of the Partnership. Polish law is still in the adaptation phase, a result of Polish accession to the European Union. Changes in Page 22

23 legal regulations related to this process can influence the legal environment of business activities, including that of the partnership. One of the effects of European Union expansion is the need to bring the Polish law to the state of concordance with European legislation. Many acts have been changed and European law regulations are still implemented; these modify existing administration and court procedures and the laws regulating business activitiy, eg. added value tax rates. Bringing new regulation of economic market into effect can also lead to interpretation problems, incoherent court decisions, unfavourable interpretations assumed by the public administration organs, etc. The aforementioned circumstances can have negative effect on the activity, financial conditions or results of the Partnership Risk related to instability of the tax system The tax system in Poland is characterised by a relative instability. Potential, unexpected changes to the business activity related taxes can have a negative effect on the investment and development activity of the Partnership. Besides, there is a risk that the new tax regulations will make the consumer market and the companies less eager to buy real estates Risk related to competition increase The market, in which the Partnership resides, is characterised by a high, and still increasing, level of competition. After Polish accession to the EU, almost all significant European development-investment companies have started their activity, especially those with Irish, English and Dutch capital. This phenomenon has significantly contributed to the sharp increase in competition. The Partnership limits this risk by strengthening its position within current markets, eg., by adding objects such as commercial parks to the existing commercial sites. Additionally, the Partnership may encounter a strong competition even at the stage of ground identification and acquisition. This fact can lead to a sharp increase of ground prices, thus it can negatively influence the return rate of implemented construction investmsnts. In order to limit the risk related to competition, the Partnership constantly performs analyses of the real estate market as well as analyses of competition activity. The Partnership also has the policy of parcel acquisition, assuming their competent and cautious evaluation Currency rate risk A significant part of contracts signed by the Partnership, including rental contracts and loan contracts, is paid with Euro. Although loan contracts are signed in Euro only then, when in the opinion of the Board they are a natural security of fluctuations of rental income denominated in Euro from the investments financed by these loans, one cannot exclude, that currency rate changes in relation to the zloty can have a significant influence on the results of the Partnership. In the period of a significant rise in currency rates, this rise can also positively influence sales income, but also a significantly negative effect on the financial status or results of the Partnership. In the period of significant currency rate drops, this drop can unfavourably influence sales income, but it can also positively influence the financial situation or results of the Partnership. Such instability of the result is limited by the Partnership in the way which is described above, as well as with proper security strategies, agreed with the institution financing a particular project. On the day of Prospectus approval, a dependent comapny of the Partnership - E.F. Progress V Sp. z o.o., has a futures contracted sale of ,80 Euro, with the sale rate of 3,5150 PLN/Euro, execution deadline May 31 st, Interest rate risk The Partnership widely uses rated external financing sources, such as bonds, construction loans, investment loans, current, non-renewable loans, current revolving loans, loans for capital release from finished investments and loan lines in current account, both in Euro and in PLN. As a consequence, the Partnership is subjected to the risk of variation in interest rates of these debt securities, which have a variable interest rates. In order to limit this risk, the Partnership will perform strategies agreed with financial institutions, leading to limiting this risk, eg. by the use of derivatives to change variable interest rates to fixed interest rates Financial problems of the Partnership customers Perturbations on financial markets and economic slowdown can have a negative influence on financial viability, business activity or financial situation of the Partnership ucstomers, especially entities renting the commercial real estate owned by the Partnership and its dependent companies, as it can have a negative influence on the activity, financial and material situation or the results of the Partnership. 2. Factors specific for the Issuing Party and its market 2.1. Risk related to strategic goals Page 23

24 Page 24 Rank Progress S.A. Issue Prospectus The Partnership cannot assure that it will reach its strategic goas. The markets, on which the Partnership is active, are subjected to constant changes, the direction and intensity of which depend on many factors. Thus, the future position on the market, material status, as well as income and profits of the Partnership depend on its ability to design and implement a long term strategy as well as on the conditions and trends of the market. Making any missed decisions resulting from a wrong judgement or the inability to adapt to the everchanging market conditions can have negative influence on the results of the Partnership. In order to minimize this risk, the Partnership tries to analyse all key factors for the choice of strategy, both a short term and a long term on, so it is possible to define the direction and intensity of market environment changes as precisely as possible Risk related to the increase of current costs and other costs Current costs and other costs of the Partnership can increase with no simultaneous increase of turnover. The factors which can cause the current costs and other costs to rise, may include the following: inflation, increase of taxes and other civil-legal duties, legal regulation changes (eg. environmental changes, S&H, labour law and administration law changes) or changes in government policies, which increase the cost of conformity to such laws or policies, increase of financing costs, especially interest rate increases, bank profits increase, currency rates, increase of other financial costs, including effects of changes in currency rates and losses on financial securities, increased cost of external services, especially construction-related services, prolonging effects of financial crisis, which can negatively influence the financial condition of recipients of Partnership services, including entites renting commercial real estates owned by the Partnership and its dependent companies, bidding strength of potential, commercial real estate renting entities, which causes an increase of finishing costs in commercial facilities or, alternatively, an increase of participation in the costs of finishing the facilities, paid by the renting entities. The aforementioned factors can have a significant, negative influence on the activity, material and financial situation and results of the Partnership. In order to limit the risk related to the increase of financing cost, the Partnership constantly follows the market situation and applies financial instruments, which protect from unfavourable changes in currenct rates and in loan interest rates. The risk of increase of other costs under the control of the Partnership, including subcontractors services, is limited, eg. by the application of bidding procedures. The Partnership constantly monitors recipients of its products and services and takes actions which cause the debts to be regularly paid back Risk related to changes in construction costs The Partnership has signed, and will sign in the future, contracts with construction works contractors for the implementation part of investment and development projects. The costs of such projects can change, due to: Increase of construction materials prices, Deficit of construction materials on the market, Change of project scope and changes in architectural project, Increase of employment cost in the case of qualified labour force, Lack of qualified labour foce and costs related to its recruitment, Increase of general contractors prices, Inflation, Lack of work execution by the contractors within specified timeframes and in a standard acceptable for the Partnership, Changes of foreign currency rates, Availability of financing sources and their cost, Law changes causing the necessity of adherence to higher standards and new construction-related requirements. Despite a drop tendency seen in the last 6 months in the field of construction works prices, which were caused by the financial crisis and the drop of demand for construction works related to the crisis, the Partnership estimates that in the future, a significant rise in construction works prices can follow because Poland and Ukraine were given the honour to host European Football Championship - Euro This fact, in combination with the end of the financial crisis can lead to a significant increase of demand for construction materials. Besides, due to construction of infrastructure related to the Euro 2012 organisation, i.e. roads, stadiums, hotels, etc., demand for construction workers (both qualified and unqualified) can increase. This fact may cause a sharp increase of construction works prices. It has to be pointed out, that each significant rise of costs and delays in completion of investment or development projects can negatively influence the financial viability of the Partnership or it can cause a drop of net increase of the Partnership assets value. In order to limit the risk of construction works price increase, the Partnership constantly follows market tendencies, and the contracts being signed have parameters adjusted according to the situation on the market, as this helps to limit the fluctuations of construction works prices..

25 2.4. Risk related to dependency of the Partnership on the contractors of construction works As it implements its investment, the Partnership uses specialised construction works companies as the contractors. The Partnership holds a constant supervision over the construction works performed, it cannot guarantee, however, that the contracted works will be performed by the contractors in a proper way and within the specified timeframe. Any delays in works and anomalies of the works may cause the investment completion to be delayed, thus causing a cost increase. The policy used by the Partnership includes limiting these risks by signing general contractory contracts only with renown contractors of construction works Risk related to the possibility of new grounds acquisition The successful development of activities and profitability of the Parntership depend especially on: The ability to acquire good grounds at competitive prices, Financial reserves for gronds acquisition, Proper management of these reserves. The ability to fulfill the aforementioned assumptions depends in a large extent on the condition of real estate market in Poland. Acquisition of grounds for investment and development projects in Poland can be difficult because of the following reasons: Competition on thr real estate market, Unwillingness of the banks to finance acquisition of grounds for commercial objects, Time-consuming process of obtaining administrative permissions, Lack of local plans of ground management plans, Limited availability of land with proper infrastructure. The Partnership cannot guarantee, that currently negotiated grounds acquisition for investment and development projects will be succesful. These facts can have a significant influence on the activity, financial status or the results of the Partnership. In order to limit the aforementioned risk, the Partnership has created a land bank for future investment and development projects and it has developed an internal expansion department, which is responsible for acquisition of real estates for new investments Risk related to unfavourable ground conditions When it acquires grounds for investment and development projects, the Partnership performs a technical analysis of the ground being obtained. However, because of limitations of this analysis, one cannot exclude that during project implementation the Partnership encounters unforeseen factors, which can cause delays or increase the cost of preparing the ground for the construction works, eg. ground waters, instability of lower ground layers and the need of its replacement, terrain shape and archaeological finds. These factors can have a significant influence on the costs of implementation of the given investment of development project, or even to render the project impossible in its planned shape. This can have a negative influence on the timeframe of project implementation, and this in turn may have adverse effects on the financial results of the Partnership Risk related to land prices drop Following a common practice within this field, the Partnership owns a land bank. Acquisition of grounds for this bank covers the very acquisition itself, as well as signing pre-initial sales contracts. The Partnership owns a land bank and it has signed some pre-initial sales contracts. Once a year, the Partnership reevaluates its investment grounds to the fair value, with the effects of reevaluation noted in its account of gains and losses. A sudden drop of land prices will cause the value of land alreadz owned by the Partnership to drop, and, depending on the market conditions, acquisition of grounds above the market price of the land or a loss of prepayments, which can have a negative effect on the financial status or the results of the Partnership Risks accompanying investment implementation Investments of the Parntership are burdened with many risks, during the predesign preparatory phase, during the design phase, agreements with network gestors and building construction, which can include: Changes in media supply conditions (lengthening of a track eg. of an electric line), Change of road access reconstruction scale, Necessity to introduce changes to the products and to obtain permission from the renting entities and administration organs, Inability to obtain construction permissions of housing conditions and area management plan, Delays in completion of construction works, Costs exceeding the costs assumed in the budget, caused by unfavourable weather conditions (eg. a long and frosty winter), Bankruptcy of contractors or subcontractors, Page 25

26 Worker disputes at contractors or subcontractors, Lack of materials or cosntruction equipment, Accidents, Unforeseen technical or real difficulties (eg. high level of ground waters, inadequate ground capacity and archaeological findings), Disputes and court proceedings related to the implemented investments, which may force the Partnership to pay some benefits, eg. resulting from the guarantee of performing construction works, Lack of possibility to obtain persmissions enabling a building(s) release for use or other necessary permissions, Changes in legal regulations on ground usage, etc. Whenever one of the above events happens, it may cause delays in investment completion, thus also an increase of the implementation costs, blockade of assets invested in ground acquistion, and in some cases it can make impossible to finish the projects. Each of these circumstances can have in turn a significant negative effect on the activity, financial condition or results of the Partnership. In order to minimize the aforementioned risk, the Partnership performs technical and legal analyses of grounds acquired for future investment and development projects Risk related to administrative decisions The Partnership cannot guarantee that particular permissions, approvals or agreements required for current or future investments obtained by the Parntership, or that any current or future permissions, approvals or agreements will not be revoked. The inability to obtain such permissions, approvals or agreements or revoking thereof may negatively influence the ability of the Partnership to perform or to finish current or new development or investment projects. It can have a serious negative effect on the activity, financial status and results of the Partnership Risk related to the responsibility for environmental protection According to the Polish law, the entities using grounds, on which hazardous substances or other contaminations are present, can be obliged to clear the ground or to pay penalties for the contamination, or have the responsibility executed in some other ways. The assessement of risk of reparation claims, of costs of recultivation and administrative penalties payment is an important element of legal and technical analysis performed by the Partnership as a part of ground acquisition for future investments. However, we cannot exclude a possibility, that the Partnership will be obliged to pay the reparations, administrative penalties or recultivation costs resulting from environmental pollution of the grounds owned by the Partnership. It can have a significant adverse effect on the activity, financial status or results of the Partnership. In order to minimize this risk, the Partnership performs technical and legal analysis of grounds acquired for future investment and development projects, aimed to potential risks related to the responsibility for environmental protection Risk related to leaving of people occupying the key positions within the Partnership The Partnership depends on the people occupying managerial positions, especially on the Board members. People present in the Partnership Board have vast experience gained on the Polish real estate market and experience in Partnership management. If any of the Board members had left, it would have negatively influenced the ability of the Partnership to perform its activities, which in turn could influence its activity, financial status of the results. The Partnership intends to limit this risk by introducing managerial options or other instruments of rewarding for the managerial personnel in order to keep the people occupying the key positions within the Partnership Risk related to work accidents at contractors Eventhough the Partnership usually is not directly responsible for work accidents, which can happen at contractors performing construction works at the construction sites of the Partnership, such accidents may cause delays of investment or development projects, thus they may also cause a cost increase of their implementation. It can have a significant impact on the activity, financial status or results of the Partnership. In order to limit this risk, the Partnership signs such constracts with the contractors, which guarantee a timely completion of the works under the condition of high penalty clauses Risk related to financial leverage In order to finance its activities, the Partnership uses loans. The Partnership cannot guarantee, that it will be able to pay the interest and to fulfill other obligations resulting from the loan contracts. If the Partnership is not be able to obtain additional funding according to its expectations, it might be forced to change its strategy, limit its growth and refinancing of subject obligations. If the Partnership will not be able to refinance such obligations, the payments may become wholly or partially and immediately executable and the Partnership may need to sell some of its assets in order to pay these obligations. It may have a significant, unfavourable effect on the activity, material or financial status of the Partnership or on its results. In order to minimize this risk, the Partnership constantly monitors debt levels and the possibilities of loan obligations regulation. Page 26

27 2.14. Risk related to bankruptcy of the Partnership or of its dependent entities Rank Progress S.A. Issue Prospectus In the case of Partnership s bankruptcy, its financial, investment and commercial creditors will be entitled to satisfy their credit from the assets of the Partnership. If the dependent entities are bankrupt, then the creditors will be entitled to use their guarantees. A huge part of the Partnership s real estates, a part of its current and future credits, as well as some shares of dependent entites form the financial security of the Partnership and its dependent entities and it is encumbered with mortgages or other security measures. In the case of Partnership s bankruptcy (or of its dependent entity) it is highly probable that a large part of its assets will be spent on satisfying the claims of the creditors, thus the ability of the Partnership to generate income will be severely limited. In order to limit this risk, the Partnership constantly monitors its financial viability and time flow of executable payments and credits and it takes the actions of time and amount adjustment of income with monetary income in order to minimize the risk of the Partnership s bankruptcy Risk related to reprivatisation As a consequence of nationalisation, introduced in Poland after World War II, many real estates owned by people or legal entities were acquired by the Treasury of the State, and often the law was violated. As a part of economic transformation after the 1989, many expropriated owners of the real estates or their legal successors have taken legal steps in order to regain lost estates or to obtain reparations. Not all reprivatisation claims are regulated by law, however. According to the effective regulation, real estate ex-owners or their legal successors can apply to the public administration organs for a decision revoking the nationalising decision. Therefore it cannot be excluded, that in the future claims to the real estates acquired by the Partnership will be raised. This fact can have a negative influence on the financial situation and results of the Partnership. In order to limit this risk, before the ground is acquired, the Partnership tries to study all matters related to the probability of raising a reclamation claim Risk related to the lack of audit committee On June 6 th, 2009, the Act of May 7 th, 2009, on experts and their self-governing bodies, entities approved for studying financial reports and on public supervision (Dz. U. 2009, N o 77, pos. 649) went into effect, according to which, an audit committee should be included in the structures of an Issuing Party of securities approved for circulation on a regulated market of a EU member state, which consists of at least 3 members, elected from the Supervisory Board members. At least one member of the audit committee should meet requirements specified in the aforementioned Act and should be qualified in accounting or financial revision. Currently, no audit committee is present in the structures of the Issuing Party and no member of the Supervisory Board meets the requirements defined in the said Act. Because of the above, the Issuing Party shall recommend an election of a Supervisory Board member who meets these requirements and an election of an audit committee during the next General Assembly Risk related to the resolution of the general partnership of June 22 nd, 2007, on the application of MSR/MSSF to consolidated financial reports On June 22 nd, 2007, the partners of the general partnetship the legal predecessor of the Issuing Party by taking into account their intention of transforming the general partnership into a stock partnership, and later an application for approval of share circulation on a regulated market managed by the Stock Exchange in Warsaw and an application for approval of an issue prospectus by the Financial Supervision Committee (KNF) related to the public offer of shares, made a resolution on preparing consolidated financial reports according to MSR/MSSF. The resolution was made before the transformation of legal form of the Issuing Party from a general partnership into a stock parntership and before the resolution on approval of Issuing Party s shares for circulation on a regulated market took place. Because of the above, there is a risk, which does not generate any negative financial effects on the Issuing Party, especially related to tax obligations, that the accounting policy applied by the Issuing Party, related to the standards used for preparation of consolidated financial reports of the Issuing Party for the years 2007 and 2008, can be improper. An expert studying these consolidated financial reports gave a positive opinion based on his studies. In order to minimize this risk factor, an Extraordinary General Assembly, calling upon a resolution mentioned in the introduction, made a resolution on April 13 th, 2010, on the application of MSR/MSSF for consolidated financial reports of the Issuing Party Capital Group, including consolidated financial reports for Risk factors related to the investment in Offered Shares 3.1. Risk related to the possibility of cancellation or waiver of the Public Offer The General Assembly can make a resolution on cancellation of Series C Shares offer or on waiver of the Series C Shares offer before the Issue Prospectus is published and it can can make a resolution on withdrawal of Series C Shares offer after the Issue Prospectus is published, because of important reasons. These reasons, among others, may be classified as important: Sudden changes in economic or political situation of the country, region or world, which could not be foreseen before the subscriptions were started and which could have a significant negative effect on the implementation of the Offer or on the activity of the Issuing Party, Page 27

28 Sudden change in economic or legal environment of the Issuing party which could not be foreseen before the subscriptions were started and which could have a significant negative effect on the current activity of the Issuing Party, Sudden change in financial, economic or legal state of the Issuing Party, which would have or could have a negative effect on the activity of the Issuing Party and which could not be foreseen before the subscriptions were started, Other circumstances which would render implementation of the Offer impossible or harmful for the interests of the Issuing Party or the Investors. In a case of potential waiver from the implementation of the Offer during its implementaion, return of assets paid by the Investors will be performed by the method specified by the Investor in the Subscription Form, within 14 days after the Issuing Party s announcement of Offer waiver. The return of the aforementioned amounts will be done as is, with no interests or reparations. In a case of potential cancellation of Offer implementation, a proper announcement will be given to the general public, by making an annex to this Prospectus accessible, which has to be approved by KNF. This annex will be given to the genereal public in the same way the Prospectus was published. The Offer is not planned to be suspended Risk related to ineffective Issue of Series C Shares The Issue of Series C Shares may not come into effect, if: 1) at least 1 Series C Share is not subscribed and properly paid, as regulated by the rules defined in the Prospectus, 2) the Board does not submit a resolution on increasing company capital by issuing Series C Shares to the proper register Court within 12 months from the date of Prospectus approval and not later than one month from the date of allocation of Series C Shares, 3) a decision of the register Court refusing to register the increase of company capital by issuing Series C Shares comes into effect. The registration of the increase of company capital by issuing Series C Shares by the Court depends also on the submission of a statement defining the amount of the increase of company capital by issuing Series C Shares covered by valid subscriptions by the Board. This statement, according to art. 310 CCC in conjunction with art CCC, should define the amount of company caital after the public subscription for Series C Shares is finished, within the limits defined in the resolution on the increase of company capital by Issuing Series C Shares. If the Board does not submit the aforementioned statement or if the statement is incorrect, it would render the registration of company capital increase impossible, thus the Issue of Series C Shares would not take place. If the Issue of Series C shares does not take place, the refund of payments made for Series C Shares will be done within the timeframe and rules described in p. 5.1 of the Prospectus. The Investors are reminded that the refund will not include any interest rates and reparations Risk related to claim of revoking the resolution on the increase of company capital by issuing Series C Shares According to art. 422 CCC, a resolution of the General Assembly which contradicts the Status or the good manners and threatens the interests of the Partnership, or which is made with the goal of harming a shareholder, can be claimed as a claim of revoking the resolution, made against the Partnership. Additionally, art. 425 CCC allows to charge a resolution of the General Assembly with a claim of making such a resolution ineffective. The Partnership has taken all necessary actions in order to secure the concordance of resolutions on the increase of company capital by issuing Series C Shares with the law, the Status, good manners and the interest of the Partnership. The Partnership cannot guarantee, however, that no aforementioned claims will be made Risk related to PDA quotation of Series C The Issuing Party intends to introduce PDA of Series C Shares to the GPW as soon as possible. However, there is a risk, that because of procedural reasons, PDA of Series C will not be introducted to stock exchange circulation at all, which would mean, that the investors cannot dispose of allocated securities on the stock exchange before the date of introduction of Series C Shares to the GPW. The investors are reminded, that if the Issue does not take place during the PDA of Series C circulation, the Investors will be refunded only with the issue price for each PDA, according to the rules described in p. 5.1 of the Prospectus, without any interest rates or reparations. It might mean, that the Investors who will have PDA of Series C purchased at GPW at a price which is higher then the issue price of Offered Shares, that they suffer losses Risk related to refusal of introduction of shares of the Issuing Party to the stock exchange circulation or to a delay thereof Page 28

29 Introduction of Rights to Series C Shares, and then to the Offered Shares and Series B Shares to the stock exchange circulation, requires the following decisions to be obtained: KDPW decision about accepting Rights to Series C Shares, Offered Shares and Series B Shares for depositon and granting them with a code, Stock Exchange Board decision on approval of Rights to Series C Shares, Offered Shares and Series B Shares for stock exchange circulation, Decision of Register Court on registration of the Issue of Series C Shares (in the case of introduction of Offered Shares and Series B Shares to stock exchange circulation), Stock Exchange Decision on introduction of Rights to Series C Shares, and later Offered Shares and Series B Shares to stock exchange circulation. According to 2 of the Resolution of the Minister of Finances on October 14 th, 2005, on detailed conditions which must be met by the official stock quotation market and the entities issuing shares to this market (Dz. U. 2005, N o 206, pos. 1712) a company managing the official stock quotation market should assure, that only those shares are approved for circulation on this market, which meet the following requirements: 1) They have been accepted for circulation on a regulated market, 2) Their disposal is not limited, 3) All issued shares of a given type have been included in an application to a proper organ of the company managing the official stock quotation market, 4) The product of number of shares included in their application and their market price, and if that price cannot be defined own capital of the Issuing Party, equal (in zlotys) at least Euro 5) At the date of application submission, such a dispersion of shares included in the application exists, that it assures a flow of shares. On the other hand, according to 3 of the aforementioned Resolution, shares are accepted for circulation on the official quotation market, if: 1) The company issuing shares has announced, according to the rules specified in separate regulations, financial reports with an opinion of an entity approved for their analysis, for at least three years preceeding the date of application submission, or 2) It is backed by a justified interest of the company or of the investors, and the company has announced to the general public, in a way specified in separate regulations, information which allow the investors to estimate the financial and economical state of the company and risks related to purchase of shares included in the application. A delay or a refusal from any of the decision making entities may cause a disturbance or interruption of introduction of Shares or Rights to Shares of the Issuing Party to the stock exchange circulation. Additionally, according to 11 of GPW Status, the Stock Exchange Board can revoke to resolution on accepting securities for stock exchange circulation, if within 6 months from the date of the resolution, the application for introduction of these securities to stock exchange circulation is not submitted Risk of indequate dispersion of shares introduced to circulation on the regulated market One of the criteria which have to be met by shares, in order to accept them for circulation on the official quotation marker is the dispersion share, which allows their flow. According to the resolution of the Minister of Finances on October 14 th, 2005 on detailed conditions which must be met by the official stock quotation market and the entities issuing shares to this market (Dz. U. 2005, N o 206, pos. 1712), a dispersion assures shares flow, if the investors (where each of them holds no more than 5% of the total GA votes), hold: (a) at least 25% of the company s shares included in the application or (b) at least of the company s shares with total value in zlotys not less than 17 mln Euro, according to the last issue price or a sale price. According to the resolution N o 14/1220/2009 of the Supervisory Board of GPW dated May 20 th, 2009, on the change of GPW Status, which came into effect on the same day, that in a case of approval of shares for stock exchange circulation, these shares should also meet the following requirements: (a) the product of all shares of the issuing party and the prognosed market prices of these shares, and if a determination of this price is impossible own capital of the issuing party, should equal (in zlotys) at least Euro, (b) the shareholders (each of which is entitled to less than 5% of the votes during a General Assembly of the Issuing Party), should hold at least 15% of shares included in the application for approval for stock exchange circulation and of shares included in the application for approval for stock exchange circulation with a value of at least 1 mln Euro, calculated according to the last sale price or issue price. There is a risk that Series C Shares will not be approved for stock market circulation, because of the possibility of ownership structure formation and of market value of the Issuing Party s shares in a way which does not meet the criteria listed in the resolution N o 14/1220/2009 of the GPW Supervisory Board. If the conditions for approval for circulation on the main market are not met, the Issuing Party will submit proper applications for approval for introdcution of the securities on the parallel market. Page 29

30 We also have to note, according to the opinion of the Stock Board Exchange regarding detailed conditions of approval and introduction of some financial instruments to the stock exchange, dated September 12 th, 2006, the decisions regarding the application of Issuing Parties for approval and introduction of rights to new issue shares and to existing shares are made after a detailed analysis, including in particular the amount and the structure of the offer, ownership structure, possible sale bans and other circumstances related to the application. Because of the above, one has to take into account the possibility of introduction of existing shares to the quotations taking place not earlier than the registration of the increase of company capital Risk related to exclusion of Series B Shares, Series C Shares and Series C PDA from circulation on the regulated market One cannot be absolutely sure, that the shares of the Issuing Party will not be subjected to such a condition in the future. Currently there are no reasons to expect such a turn of events. If the Issuing Party does not fulfill its duties, orders and bans forced or provided in specific regulations of the Act on Public Offers or of the Resolution on the Prospectus, or if it does not fulfill them properly, the KNF can: a) Made a decision of excluding the securities from the regulated marked circulation, for a specific period or permanently, or b) Give a penalty of up to PLN (taking into account the financial situation of the entity subjected to the penalty), or c) Use both aforementioned sanctions simultaneously. Additionally, according to art. 20 p. 3 of the Act on Circulation, the company managing the regulated market excludes securities or other financial instruments specified by the KNF (on the request of KNF) then, if their circulation significantly threatens proper functioning of the regulated market or circulation security on this market, of if it violated the interests of the investors. According to 31 of the GPW Status, the GPW Board excludes financial instruments from the stock exchange circulation, if: (i) their disposability has become limited, (ii) on the request of KNF submitted according to the regulations of the Act on Circulation, (iii) in a case when their dematerialisation is revoked, or (iv) in a case of their exclusion from circulated on the regulated market by the proper supervisory organ. Besides, the GPW Board can exclude financial instruments from the stock exchange circulation according to 31 p. 2 of the GPW Status. One cannot be absolutely sure, that such situation will not take place in the future in the case of Shares. Currently, there are no reasons to expect such a turn of events Risk related to the possibility of suspending circulation of Series B Shares, Series C Shares and Series C PDA on the GPW The Stock Exchange Board can, on the basis of 30 p. 1 of the Stock Exchange Status, suspend the circulation of Issuing Party Shares for the period of up to three months: If an application of the Issuing Party has been submitted, If it decides, that it is required by the interests and security of the circulation participants, If the Issuing Party violates GPW rules. According to 30 p. 2 of the Stock Exchange Status, the Stock Exchange Board suspends shares circulation for the period of up to one months on the request of KNF submitted according to the regulations of the Act on Circulation. According to art. 20 p. 2 of the Act on Circulation, in a case, when the circulation of particular securities or other financial instruments is performed in circumstances indicating a risk of threatening proper functioning of the regulated market or of the security of circulation on this market, or of threatening the interests of investors, the company managing the regulated market suspends the circulation of these intstruments on the request of the KNF, for a period of up to one month. On the basis of art. 96 p. 1 of the Act on Offer, the right of temporal or permanent exclusion of shares from the stock exchange circulation belongs also to the KNF, in a case when the duties of the Issuing Party referred to by art. 96 p. 1 of the Act on Offer are not fulfilled or are not fulfilled properly. The KNF consults the GPW before making such decisions Risk related to fluctuations of quotations of the Issuing Party Shares and Series C PDA The price of Shares in the Public Offer should not constitute a solid base for conclusions regarding their quotations after the end of the Public Offer. Quotations of the Shares and Series C PDA may undergo large fluctuations because of many events and factors, which cannot be influenced by the Issuing Party. Such events and factors should include, eg. changes of financial results of the Issuing Party, changes in profitability estimations made by the analysts, comparison of perspectives of different branches of economy, changes in legal regulations influencing the situation of the Issuing Party and the general condition of the economy. Page 30

31 Stock exchange markets occassionally experience large fluctuations of prices and circulation volumes, which can also have a negative influence on the market price of Shares or Series C PDA. In order to optimise the return rate, the investors may be forced to make long-term investments in the Shares, since the Shares may be inappropriate as short-term investments. The approval of Shares and Series C PDA for circulation on the GPW should not be interpreted as a guarantee of their flow. In a case, when a proper turnover level will not be reached or maintained, it can have a negative effect on the viability and prices of Shares or Series C PDA. Even if the proper flow level of Shares and Series C PDA is reached, the market price of Shares can be lower than the Issue Price/Sale Price Risk related to the possibility of the ban of start or of the order to stop the Public Offer and of the ban of start or order to stop the approval of shares for circulation on the regulated market by the KNF According to art. 16 and 17 of the Act on Public Offer, in a case of violation or a justified suspicion of violation of law related to the public offer, the subscription or the sales performed on the basis of this offer or related to the application of the for permission or introduction of securities for circulation on the regulated market on the territory of the Republic of Poland by the issuing party, the introducing party or other entities participating in this offer in the name or on the order of the Issuing Party, or in a case of a justified suspicion that such a violation can take place, the KNF can: a) Order to ban the start of a public offer, a subscription or sale, or to stop them, or order to stop the application for approval or introduction of securities to the circulation on a regulated market, for a period of no longer than 10 working days, b) Order to ban the start of a public offer, a subscription or sale, or to stop them, or order to stop the application for approval or introduction of securities to the circulation on a regulated market, or c) Publish, (at the expense of the Issuing Party) an information about an action violating the law, related to the public offer, the subscription or sale or to application for approval or introduction of securities to the circulation on a regulated market. The KNF may apply means provided in point b) and c) above more than one time in relation to the public offer, the subscription or sale or to application for approval or introduction of securities to the circulation on a regulated market. One also has to note that according to art. 18 of the Act on Public Offer, the KNF may apply means listed in art. 16 or 17, also in a case when it can be concluded from the contents of documents or information submitted to the KNF or released to the general public, that: a) The public offer, the subscription or sales of the securities made on the basis of this offer or their approval for circulation on the regulated market wouls significantly violate the interests of the investors, b) There are hints, which according to the law may lead to legal cessation of the Issuing Party, c) The activity of the Issuing party was or is perfromed with a striking violation of legal regulations and this violation can significantly infuence evaluation of securities of the Issuing Party or which may lead to legal cessation or bankruptcy of the Issuing Party according to the law, or d) The legal status of the securities is not concordant with law, and according to these regulations there is a risk that these securities are acknowledged as invalid or having a legal defect influencing their evaluation. If the KNF is notified by a proper organ of a country assuming that the Issuing Party, which has the Republic of Poland as its country of origin, or a financial institution acting in the public offer in the name or on the order of such Issuing Party violates the law effective in this country, related to the public offer or to approval for circulation on the regulated market on the basis of Issue Prospectus approved by the KNF, the KNF can: a) Order the Issuing Party to stop violating the legal regulations on the territory of this country or b) Apply means defined in art. 16 or art Risk related to violation of legal regulations or to a justified suspicion of violation thereof by the Issuing Party or by the entities participating in the public offer According to art. 16 of the Act on Public Offer, in a case of violation or a justified suspicion of violation of law related to the public offer, the subscription or the sales performed on the basis of this offer by the Issuing Party, the introducing party or other entities participating in this offer in the name or on the order of the Issuing Party, or in a case of a justified suspicion that such a violation can take place, the KNF can order to ban the start of the public offer, the subscription or sales or to stop them for a period of up to 10 working days or to ban the start of the public offer, the subscription or sales or to stop them, or publish (at the expense of the Issuing Party or the introducing party) an information about an action violating the law, related to the public offer, the subscription or sale. The KNF may apply multiple means listed in the above sentence, related to the public offer, the subscription or sales. In a case of violation or a justified suspicion of violation of law related to the application for approval or introduction of securities to circulation on the regulated market by the Issuing Party, the introducing party or other entities participating in this offer in the name or on the order of the Issuing Party, or in a case of a justified suspicion that such a violation can take place, the KNF can order, on the behalf of art. 17 of the Act on Offer, to ban approval or introduction of securities to Page 31

32 circulation on the regulated market for a period of up to 10 working days or to ban approval or introduction of securities to circulation on the regulated market and publish (at the expense of the Issuing Party or the introducing party) an information about an action violating the law, related to approval or introduction of securities to circulation on the regulated market. The KNF may apply multiple means listed in the above sentence, related to approval or introduction of securities to circulation on the regulated market. One also has to note that according to art. 18 of the Act on Public Offer, the KNF may apply means listed in art. 16 or 17, also in a case when it can be concluded from the contents of documents or information submitted to the KNF or released to the general public, that the public offer, the subscription or sale of securities or approval thereof for circulation on the regulated market would pose a significant threat to the interests of the Investors, creation of the Issuing Party took place with a serious violation of effective legal regulations, or the legal status of the securities contradicts the law. One cannot entirely exclude that such a risk exists, which is related to the Public Offer covered in this Prospectus and related to the application for approval o introduction of the securities to circulation on the regulated market Risk related to refusal of the annex to the Prospectus According to art. 51 p. 4 of the Act on Offer, the KNF may refuse the annex to the Prospectus in a case when its form or contents do not conform to the requirements specified in legal regulations. By refusing the annex to the Prosceptus,the KNF orders to ban the start of the Public Offer, to stop it or to hold the introduction of securities to the circulation on the regulated market on the GPW na on the basis of Issue Prospectus related to the securities covered by this offer or covered an approval for circulation Risk related to subscription for Offered Shares and to subscription payment The Issuing Party reminds the Subscribers that the Subscribers are responsible for all consequences resulting from an inappropriate filling in the Offered Shares subscription form, including lack of shares allocation. Additionally, lack of payment for Offered Shares within the specified timeframe or an incomplete payment results in lack of Offered Shares allocation Risk related to prolongation of subscription deadline According to the Prospectus contents, the Board of the Issuing Party holds the right to extend the subscription deadline if the total number of Offered Shares covered by subscriptions will be lower than the total number of Offered Shares, but this deadline cannot be later that three months from the starting date of the Public Offer, it also cannot be later than the validity date of the Prospectus. This causes a risk of monetary assets freeze for the investors, who will have made payments for Offered Shares Risk related to not fulfilling or violation of duties of the Issuing Party, defined by legal regulations and by the GPW Status In a case, when the Issuing Party does not fulfill its duties or fulfills the duties inappropriately the duties are specified in the Act on Offer, art. 14 p. 2, art. 15 p. 2, art. 37 p. 4 and 5, art. 38 p. 1 and 5, art. 39 p. 1, art. 42 p. 1, art. 44 p. 1, art. 45, art. 46, art. 47 p. 1, 2 and 4, art. 48, art. 50, art. 51 p. 4, art. 52, art. 54 p. 2 and 3, art. 56 i 57, art. 58 p. 1, art. 59, art. 62 p. 2, 5 and 6, art. 63, art. 64, art. 66 and art. 70 does not execute, or inadequately execute the order specified in art. 16 p 1, violates the order specified, in art. 16 p 2, or does not fulfill its duties or fulfills the duties inappropriately the duties are specified in art. 22 p. 4 and 7, art. 26 p. 5 and 7, art. 27, art and art. 33 of the Regulation (WE) 809/2004 of the Commitee, the KNF can: make a decision about temporal or permanent exclusion of securities from the regulated market, or force a monetary penalty of up to 1 mln PLN, taking into account the specific financial situation of the entity, or apply both sanctions simultaneously. According to art. 20 p. 3 of the Act on Offer, the company managing the regulated market excludes securities or other financial instruments specified by the Committee on the request of the Commitee in a case, when their circulation poses a serious threat to the regulated market funcitoning or a security of circulation on this market, or causes a violation of the interests of investors. According to 31 of the GPW Status, the GPW Board excludes financial instruments from the stock exchange circulation, if: (i) their disposability has become limited, (ii) on the request of KNF submitted according to the regulations of the Act on Circulation, (iii) in a case when their dematerialisation is revoked, or (iv) in a case of their exclusion from circulated on the regulated market by the proper supervisory organ. Besides, the GPW Board can exclude financial instruments from the stock exchange circulation according to 31 p. 2 of the GPW Status. According to 31 p. 2 of the GPW status, the Board of the Stock Exchange can exclude the securities of the Issuing Party from the stock exchange circulation, if, e.g.: If the securities no longer meet the requirements spcified in the GPW Status, If the Issuing Party repeteadly violates the rules of the Stock Exchange, Page 32

33 On a request of the Issuing Party, If the Issuing Party has been declared bankrupt or if a court dismisses a bankruptcy claim because of lack of asstes of the Issuing Party, which could cover the cost of the proceeding, If it decides, that it is required by the safety and interests of the circulation participants, If a decision on joining the Issuuing Party with other entity, its division or transformation is made, If no stock transactions on the securtity of the Issuing Party has been made within the last three months, If the Issuing Party starts activities forbidden by effective regulations, If a liquidation process for the Issuing Party has been started. Additionally, if the Issuing Party does not fulfill its duties, orders and bans forced or provided in specific regulations of the art. 157 and 158 of the Act on Offers or resulting from the legal regulations made on the basis of art. 160 p.5 of the Act on Offer, or if it does not fulfill them properly, the KNF can: 1) Make a decision of excluding the securities from the regulated marked circulation or 2) Give a penalty of up to PLN, or 3) Make a decision of excluding the securities from the regulated marked circulation, for a specific period or permanently, at the same time applying the penalty specified in p. 2. In the existing cases, the Investor can have limited possibility to circulate the Issuing Party shares. One cannot be absolutely sure that such a situation will not happen in the future in the case of Issuing Party shares. Currently, there are no reasons to expect such a turn of events Risk of using sanctions on the Issuing Party by the KNF According to art. 16 and 17 of the Act on Public Offer, in a case of violation or a justified suspicion of violation of law related to the public offer, the subscription or the sales performed on the basis of this offer or related to the application of the for permission or introduction of securities for circulation on the regulated market on the territory of the Republic of Poland by the issuing party, the introducing party or other entities participating in this offer in the name or on the order of the Issuing Party, or in a case of a justified suspicion that such a violation can take place, the KNF can: 1) Order to ban the start of a public offer, a subscription or sale, or to stop them, or order to stop the application for approval or introduction of securities to the circulation on a regulated market, for a period of no longer than 10 working days, or 2) Order to ban the start of a public offer, a subscription or sale, or to stop them, or order to stop the application for approval or introduction of securities to the circulation on a regulated market, or 3) Publish, (at the expense of the Issuing Party) an information about an action violating the law, related to the public offer, the subscription or sale or to application for approval or introduction of securities to the circulation on a regulated market. The Commitee can use multiple means defined in p. 2) and 3) above in relation to the particular public offer, the subscription or sale, or to the application for approval or introduction of securities to the circulation of the regulated market. According to art. 18 of the Act on Public Offer, the KNF may apply means listed in art. 16 or 17, also in a case when it can be concluded from the contents of documents or information submitted to the KNF or released to the general public, that: The public offer, the subscription or sales of the securities made on the basis of this offer or their approval for circulation on the regulated market wouls significantly violate the interests of the investors, There are hints, which according to the law may lead to legal cessation of the Issuing Party, The activity of the Issuing party was or is perfromed with a striking violation of legal regulations and this violation can significantly infuence evaluation of securities of the Issuing Party or which may lead to legal cessation or bankruptcy of the Issuing Party according to the law, or The legal status of the securities in not concordant with law, and according to these regulations there is a risk that these securities are acknowledged as invalid or having a legal defect influencing their evaluation. It is stressed in art. 53 of the Act on Offer, that if a marketing action is peformed, the contents of all marketing materials must unequivocally stress, that: The materials have only a marketing or advertising purposes, That an Issue Prospectus has been, or will be published, Places, where the Issue Prospectus is, or will be available. It is stressed in art. 53 of the Act on Offer, that if a marketing action is pefromed, the contents of all marketing materials must unequivocally stress, that: The materials have only a marketing or advertising purposes, That an Issue Prospectus has been, or will be published, Places, where the Issue Prospectus is, or will be available. Page 33

34 Information published within the marketing action should be identical to the information presented in the Issue Prospectus made available to the general public, or with the information which are required to be published in the Prospectus on the behalf of the Act of of the 809/2004 regulation, if the Issue Prospectus has not been made publicly available yet, they also cannot confuse the Investors in regard to the sitiuation of the Issuing Party and to the evaluation of securities. If the aforementioned rules turn out to be violated, the KNF can: Hold the start of the marketing action or stop it for a period of up to 10 working days, in order to remove the discrepancies, or Ban the marketing action, if the Issuing Party does not remove the discrepancies specified by the KNF within 10 working days, or if the contents of the marketing and advertising materials violates regulations of the Act, or Publish (at the expense of the Issuing Party) an information about an illegal conduct of the marketing action, indicating violations of the law. If the KNF states any violations of the aforementioned duties, it can also place a penalty of up to PLN on the Issuing Party. On the basis of art. 96 p. 1 of the Act on Offer, if the Issuing Party does not fulfill or inadequately fulfills the duties specified in a catalogue present in the art. 96 p. 1 of the Act on Offer, the KNF may use the following sanctions: Make a decision of excluding the securities of the Issuing Party from the circulation on GPW or Give a penalty of up to PLN, taking into account the financial situation of the Issuing Party, or Use both sanctions simultaneously. According to art. 96 p. 13 of the Act on Offer, if the Issuing Party would not fulfill or would inappropiately fulfill its duties specified in art. 10 p. 5 of the Act on Offer (related to informing the KNF about the finish of subscription for Series C Shares or about the approval of Series C Shares for circulation on the GPW) and in art. 65 p. 1 of the Act on Offer (related to submitting summaries of secret, current and periodic information), the KNF can use a penalty of up to PLN Risk of use of other sanctions by the KNF According to art. 97 p. 1 of the Act on Offer, everyone who: Purchases or disposes of securities, violating the bans specified in art. 67, Does not fulfill the information duty specified in art. 69 on time or fulfills this duty with violation of conditions specified in those regulations, Exceeds the specified total vote limit without fulfilling conditions listed in art , Does not fulfill conditions specified in art. 76 or 77, Does not announce or does not perform a timely announcement, or does not fulfill the obligation of timely shares disposal in the cases specified in art. 73 p. 2 or 3, Does not announce a call or does not perform a timely call, in the cases specified in art. 74 p. 2 or 5, Does not announce a call or does not perform a timely call, in the case, specified in art. 90a p. 1, Does not introduce necessary changes or complements in the call s contents or does not reveal explanations regarding this contents, against the demand specified in art. 78, Does not make a timely payment of difference in share price defined in art. 74 p. 3, Proposes a price lower than defined on the basis on art. 79 in the call specified in art or art. 91 p. 6, Directly or indirectly purchases or obtains shares, while violating art. 77 p. 4 sp. 1 or 3, or art. 88a, Purchases own shares while violating the mode, deadlines and conditions specified in art , art. 79 or art. 91 p. 6, Performs a forced purchase contrary to the rules stated in art. 82, Does not compensate the demand specified in art. 83, Does not grant the Auditor for Special Cases with access to the documents or refuses to give explanations, against the obligation specified in art. 86 p. 1, Does not fulfill the duty specified in art. 90a p. 3, Performs an act specified in p. 1-11a, acting in the name or in the interest of a legal entity or an organisation without legal entity. The KNF can give a penalty of up to 1 mln PLN, as a decision made after a proceeding. According to art. 99. P. 1 of the Act on Offer, who openly offers securities purchase without the approval of issue prospectus required by the act or of the Issue Prospectus, or without having the identity of information contained in Issue Prospectus with information required from an issue prospectus confirmed, or revealing the issue prospectus or the Issue Prospectus to the general public or to the interested Investors, is subjected to a fine of up to PLN, or is sentenced for up to 2 years, or is subjected to both these sanctions at once. Everyone, who openly offers purchase of securities or makes the offer in a way other, than the public offer, is subjected to the same penalty. Who performs the aforementioned act, acting in the name or in the interest of a legal entity or an organisation without a legal entity, is subjected to a fine of Page 34

35 up to PLN, or is sentenced for up to 2 years, or is subjected to both these sanctions at once. In less important cases, the offender is subjected to a fine of PLN. III. REGISTRATION DOCUMENT 1. Responsible people 1.1. The Issuing Party Company: Rank Progress Spółka Akcyjna located in Legnica Address: ul. Złotoryjska Legnica Phone: ( ) Fax: ( ) sekretariat@rankprogress.pl Website: The following people act in the name of the Issuing Party as the entity responsible for the information contained in this Prospectus: Jan Mroczka Board Chairman, Dariusz Domszy Board Deputy Chairman, Mariusz Kaczmarek Board Member. Declarations of people acting in the name of the Issuing Party We hereby declare, that according to the best of our knowledge and with proper care taken in order to provide such conditions, all information contained in this Prospectus are true, reliable and in accord with the real state of affairs and that no information, which could influence its importance, have been omitted. Page 35

36 Jan Mroczka Dariusz Domszy Mariusz Kaczmarek Board Chairman Board Deputy Chairman Board Member 1.2. Financial advisor Company: PROFESCAPITAL Sp. z o.o. Address: Wrocław, ul. Ofiar Oświęcimskich 15 Phone: (+48 71) Fax: (+48 71) , 62 biuro@profescapital.pl Website: People acting in the name of the entity preparing this Prospectus The following people act in the name of the Financial Advisor, which is the entity responsible for preparation of this Prospectus: Paweł Puterko Board Chairman, Szczepan Czyczerski Board Deputy Chairman. The PROFESCAPITAL Financial Advisor participated in the preparation of the following parts of the Prospectus: Part I Summary p.: 1-8; Part II Risk factors p.: 1 and 3 in Part III Registration Document p.: 2, 3, 6.2.1, 9, 10, excluding p.: 10.4, 12 excluding p. 12.1, 23, 24 and of Part IV Quotation Document p.: 2, 3.3, 9, 10. Declaration of people acting in the name of the Financial Advisor PROFESCAPITAL Sp. z o.o. declares, that according to the best of our knowledge and with proper care taken in order to provide such conditions, all information contained in these part of the Prospectus, which have been prepared with Page 36

37 participation of PROFESCAPITAL Sp. z o.o. are true, reliable and in accord with the real state of affairs and that no information, which could influence its importance, have been omitted... Paweł Puterko Board Chairman 1.3. The Offering Party Company: Dom Maklerski IDM Spółka Akcyjna located in Kraków Address: Kraków, Mały Rynek 7 Phone: (+48 12) Fax: (+48 12) biuro.k@idmsa.pl Website: The following people are authorised to act in the name of the Offering Party, which is the entity responsible for the information contained in the Prospectus: Grzegorz Leszczyński Board Chairman, Rafał Abratański Board Deputy Chairman, Piotr Derlatka Procurator, Jarosław Żołędowski Procurator. The Offering Party participated in preparation of the following parts of the Prospectus: Summary (Offer conditions), Information on offer conditions (Part IV p. 5), Approval of securities for circulation and agreements related to the approval for circulation (Part IV p. 6). Declaration of people acting in the name of Dom Maklerski IDMS.A. Page 37

38 We hereby declare, that according to the best of our knowledge and with proper care taken in order to provide such conditions, all information contained in the aforementioned parts of the Prospectus prepared by the Offering Party are true, reliable and in accord with the real state of affairs and that no information, which could influence its importance, have been omitted... Rafał Abratański Board Deputy Chairman.. Piotr Derlatka Procurator 2. Expert Auditors 2.1. Names and addresses of Expert Auditors Company: HLB Sarnowski & Wiśniewski Sp. z o.o. Address: Poznań, ul. Bluszczowa 7 Phone: (+48 61) Fax: (+48 61) biuro@hlb-sw.pl Website: This entity is registered in the list of entities entitled to study financial reports, managed by the National Chamber of Expert Auditors, with the number Dariusz Sarnowski has perfromed studies in the name of HLB Sarnowski & Wiśniewski Sp. z o.o., he is an expert auditor registered by the National Chamber of Expert Auditors in the list of entities entitled to study financial reports, with the number 10200/7527. HLB Sarnowski & Wiśniewski Sp. z o.o. has: Performed a study of consolidated financial reports of the Issuing Party created according to the International Standards of Financial Reporting for the current years ending on December 31 st, 2007 and December 31 st, 2008 and has given an opinion on these reports, Performed a study of historical consolidated financial information of the Capital Group of the Issuing Party, created according to the International Standards of Financial Reporting (ISFR) for the current years ending on December 31 st, 2006, December 31 st, 2007 and December 31 st, 2008 and has given an opinion on these information, Performed a study of mid-year, short consolidated financial report of the Capital Group of the Issuing Party, created according to the International Standards of Financial Reporting (ISFR) for the period from January 1 st, to June 30 th, 2009 and has given an opinion on these reports, Page 38

39 Performed a study of mid-year, short consolidated financial information of the Capital Group of the Issuing Party, created according to the International Standards of Financial Reporting (ISFR) for the period from January 1 st, to June 30 th, 2009 and has given an opinion on these information, Performed confirmation works on forecasts of the results of the Issuing Party and has generated a report related to the presented assumptions and forecasts. The Issuing Party did not create and did not subject consolidated financial reports for 2006 to the studies, because on the basis of art. 51 p. 1 of the Act of September 29 th, 1994 on accounting, it had no obligation to do so. However, the Prospectus inculdes historical financial informations of the Group of Issuing Party for the period, made according to the International Standards of Financial Reporting (ISFR), which contain consolidated comparison data of the legal predecessor of the stock partnership, i.e. Bartnicki, Mroczka E.F. Rank Progress Spółka jawna, for the year Information on resignations, contract terminations or changes of the Expert Auditor No changes of the Expert Auditor have taken place. 3. Selected financial information The selected financial information have been prepared on the basis of studied historical financial information of the Capital Group of Rank Progress S.A. for the period, as well as mid-year financial information for the period from January 1 st, 2009 to June 30 th, 2009, containing comparable financial data prepared for the period from January 1 st 2008 to June 30 th, 2008, created in accordance with the International Standards of Financial Reporting. Table. Selected financial information (in thousands of PLN). Details 1 st half of st half of Net income from sales Sales result Current activitiy result + depreciation (EBITDA) Current activity result (EBIT) Gross result Net result Net profit per share (in PLN) 2,43 0,15 0,15 1,51 2,84 Diluted net profil per share (w PLN) 2,13 * 0,15 0,15 1,51 2,84 Assets total Fixed assets Current assets, including reserves active debts and other assets monetary assets Own capital share capital Debts total Long-term debts, including By virtue of loans Short-term debts, including By virtue of loans Flow of monetary assets from current activity Page 39

40 Flow of monetary assets from investment activity Flow of monetary assets from financial activity Net monetary flow total Monetary assets at the beginning of the period Monetary assets at the end of the period Source: The Issuing Party *) The diluted net profit per share at the end of the 1 st half of 2009 was determined under assumption, that a maximum number of Series C Shares has been issued. For other periods presented in the table, this factor includes only the number of issued shares. 4. Risk factors Risk factors related to business activity of the Issuing Party and its environment have been described in Part II of the Prospectus, Risk factors. 5. Information on the Issuing Party 5.1. History and development of the Issuing Party Legal (statutory) and trade name of the Issuing Party The Issuing Party acts as Rank Progress Spółka Akcyjna. The Party can use an abbreviated name, i.e. Rank Progress S.A Place of registration of the Issuing Party and its registration number The Issuing Party is registered in the National Court Register Business Register on the basis of a decision of the District Court of Wrocław-Fabryczna in Wrocław, IX Economic Department of the National Court Register, with the KRS number: Date of creation of the Issuing Party On October 1 st, 2007, the partners have made a resolution on a transformation of the Bartnicki, Mroczka E.F. Rank Progress Sp. j. partnership into a stock partnership with the name of Rank Progress S.A. (authenticated deed created by the notary Elżbietę Raczkowską-Martyn, manager of the Notary Office in Legnica, rep. A N o 11956/07). The transformation took place on October 10 th, 2007, when the decision on registering the transformed partnership in the business register of the National Court Register managed by the District Court of Wrocław-Fabryczna in Wrocław, IX Economic Department of the National Court Register, with the KRS N o of was made. The Issuing Party has been created as a permanent entity The Issuing Party s country of origin the Issuing Party s office and legal form, legal regulations which form the basis of the Issuing Party s activity, county of location (origin), address and phone number of its statutory office The Issuing Party is located in Legnica and it acts as a stock partnership. The country of location of the Issuing Party is the Republic of Poland. The Issuing Party acts on the basis of the Code of Commercial Companies and other effective regulations. Legal regulations which form the basis for the activity of the Issuing Party On August 26 th, 1997, the foundation act of the civil law partnership E.F. Rank Progress General Office of Trade was created by Jan Mroczka, Andrzej Bartnicki and a third person, this company has been registered in the business activity register of the City Council of Legnica on September 2 nd, On July 27 th, 1998 the act of the civil law partnership has been changed, and since then Jan Mroczka i Andrzej Bartnicki have been the only partners. Bartnicki, Mroczka E.F. Rank Progress Sp. j. located in Legnica has been created as a result of transformation of the aforementioned civil law partnership into a general parntership through the powers of art CCC, and this transformation took place on March 20 th, 2001 and since that date, the Issuing Party has been a subject to the Code of Commercial Companies. Currently, the Issuing Party performs its activities on the basis of the Code of Commercial Companies and of the regulations of its Status. Additionally, since the date of introduction of the Issuing Party s share to circulation on the regulated market, the Issuing Party s activity will also become subject to regulations of capital market functioning. Page 40

41 The Issuing Party s official location and IT data The Issuing Party s address is as follows: ul. Złotoryjska Legnica. The telephone number of the statutory location of Issuing Party is as follows: (+48 76) History of activity of the Issuing Party On August 26 th, 1997, the foundation act of the civil law partnership E.F. Rank Progress General Office of Trade was created by Jan Mroczka, Andrzej Bartnicki and a third person, this company has been registered in the business activity register of the City Council of Legnica on September 2 nd, On July 27 th, 1998 the act of the civil law partnership has been changed, and since then Jan Mroczka i Andrzej Bartnicki have been the only partners. On January 29 th, 2001, through the powers of art CCC, the partners Jan Mroczka i Andrzej Bartnicki have transformed the civil law partnership into a general partnership, created on March 20 th, 2001, i.e. after it had been registered in the business entities registry of the National Court Registry maintained by the District Court of Wrocław-Fabryczna in Wrocławiu, IX Economic Department of the National Court Registry, with the number KRS On October 1 st, 2007, the partners have made a resolution on transformation of the Bartnicki, Mroczka E.F. Rank Progress Sp. j. partnership into a share company with the name of Rank Progress S.A. (the authenticated deed created by the notary - Elżbieta Raczkowska-Martyn, having a Notary Office in Legnicy, rep. A N o 11956/07). The transformation became effective on October 10 th, 2007, when the decision on registering the transformed company in the buesiness entities registry of the National Court Registry maintained by the District Court of Wrocław-Fabryczna in Wrocławiu, IX Economic Department of the National Court Registry, with the number KRS , was made. Important events within the business activity timeline 1997 Foundation of a civil law partnership E.F. Rank Progress General Office of Trade bz the partners - Andrzej Bartnicki, Jan Mroczka and a third person The aforementioned, third person leaves the partnership. Since then, Jan Mroczka and Andrzej Bartnicki have been the only partners E.F. Rank Progress General Office of Trade s.c. starts a close cooperation with TESCO Polska Sp. z o.o. It starts the construction works of TESCO Commercial Centres in Jelenia Góra, in Zielona Góra and in Bielsko-Biała, as well as Commercial Centre CASTORAMA in Bielsko-Biała, all on the grounds owned by the partnership On January 29 th, 2001, through the powers of art c.c.c., the partners, i.e. Jan Mroczka and Andrzej Bartnicki created the foundation act of the general partnership as a company named Bartnicki, Mroczka E.F. Rank Progress Sp. j. Then, on March 20 th, 2001, the District Court of Wrocław Fabryczna in Wrocław, IX Commercial Department of the National Court Registry, has registered the company (partnership) Bartnicki, Mroczka E.F. Rank Progress Spółka Jawna, with the number KRS Bartnicki, Mroczka E.F. Rank Progress Spółka jawna finishes the implementation part of four large projects large area commercial centres: TESCO Jelenia Góra Commercial Centre, al. Jana Pawła II, sq.m., parking places, TESCO Zielona Góra Commercial Centre, ul. Energetyków, sq.m., 831 parking places, TESCO Bielsko-Biała Commercial Centre, ul. Warszawska, sq.m., 980 parking places, CASTORAMA Bielsko-Biała Commercial Centre, ul. Warszawska, sq.m., 650 parking places The company/partnership finished the implementation phase of another objects in the large area commercial centres segment: TESCO Ruda Śląska Commercial Centre, ul. 1 Maja, sq.m., 550 parking places, TESCO Tarnowskie Góry Commercial Centre, ul. Zagórska, sq.m., 555 parking places. Page 41

42 Purchase of a real estate located in Legnica at ul. Złotoryjska 63 and start of self-contracted renovation and modernisation works. This building hosts the current office of the company/partnership Bartnicki, Mroczka E.F. Rank Progress Spółka jawna starts a close cooperation with CARREFOUR POLSKA Sp. z o.o The company/partnership finishes other objects: TESCO Głogów Commercial Centre, ul. Piłsudskiego, sq.m., 435 parking places, CARREFOUR Zielona Góra Commercial Centre, ul. Dąbrówki, ,95 sq.m., 730 parking places The company/partnership finishes other objects: CARREFOUR Legnica Commercial Centre, ul. Piłsudskiego, sq.m., 860 parking places, TESCO Jawor Commercial Centre, ul. Poniatowskiego, sq.m., 112 parking places, CARREFOUR Kalisz Commercial Centre, ul. Poznańska, ,48 sq.m., parking places Several projects were finished, including the 1 st stage of construction works of the company s own Commercial Gallery Galeria Piastów in Legnica: CARREFOUR Commercial Centre Galeria Słowiańska, Zgorzelec ul. Jeleniogórska, ,2 sq.m, CARREFOUR Tarnowskie Góry Commercial Centre, ul. Kościuszki, sq.m., CARREFOUR Zamość Commercial Centre, ul. Lwowska, sq.m., CARREFOUR Grudziądz Commercial Centre, ul. Konarskiego, sq.m., LEROY MERLIN Kalisz Commercial Centre, ul. Poznańska, sq.m., Commercial Gallery Galeria Piastów in Legnica 1 st stage, Legnica, ul. Najświętszej Marii Panny, sq.m. The company/partnership changes the location of its office and moves into a renovated tenement house located at ul. Złotoryjska 63 in Legnica The project - CARREFOUR Zielone Wzgórza Commercial Centre, ul. Wrocławska in Białystok, sq.m., 860 parking places was finished. October 10 th, 2007 transformation of the Bartnicki, Mroczka E.F. Rank Progress Spółka jawna (general) partnership into the Rank Progress Spółka Akcyjna stock company, which has been registered on this day in the National Court Registry maintained by the District Court of Wrocław-Fabryczna in Wrocław, IX Commercial Department of the National Court Registry, with the number The company/partnership finished two important projects: Eden Commercial Park, 2 nd stage of the Galeria Piastów Commercial Centre. Eden Commercial Park On May 28 th, 2008, EDEN Commercial Park in Zgorzelec was opened. This object is located at ul. Jeleniogórska and it has ca sq.m. of commercial area, the number of parking places is ca. 320, and the number of shops 25. After the completion, this object has been sold to ABERCROMBY Sp. z o.o. 2 nd stage of Galeria Piastów in Legnica On October 16 th, 2008, the company/partnership has released the 2 nd stage of Galeria Piastów. Inside the building with total area of almost sq.m., two shops are present: H&M and New Yorker with total area of ca sq.m. and 21 flats of enhanced standard. Other objects Page 42

43 The following investments, placed on the areas acquired by the company/partnership, are being finished, and the company/partnership was responsible for the implementation of formal-administrative procedures for these objects: CARREFOUR Commercial Centre in Szczecin, sq.m.,1 268 parking places, LEROY MERLIN Commercial Centre next to the CARREFOUR Commercial Centre in Szczecin, sq.m. Commercial Gallery next to the CARREFOUR Commercial Centre in Szczecin, sq.m The company/partnership finishes two large investments: Twierdza Commercial Centre in Kłodzko, 3 rd stage of Galeria Piastów in Legnica. Twierdza Commercial Centre On March 10 th, 2009, Leroy Merlin mall is opened, on March 25 th, 2009 Carrefour food mall is open, and on April 4 th, the commercial gallery itself. The entire object, with the total area of almost mkw, hosts over 50 shops, restaurants and services, it also has a parking lot for over 700 cars. 3 rd stage of Galeria Piastów in Legnica On April 24 th, 2009, another and the last stage of Galeria Piastów was finished, its area of ca sq.m. The first stage, with the total area of ca sq.m. was finished in the autumn of The autumn of 2008 was the time the second stage was opened, its area being sq.m., with its two-floor area rented by such names as H&M and New Yorker, and in the upper floors, 21 flats of enhanced standard were built. After the construction works of the entire site have ended, Galeria Piastów in Legnica is an area of ca sq.m. of total area and over sq.m. of rented area, including a multiplex cinema and a parking lot for 400 cars of the customers of the Commercial Centre. Other objects: Carrefour GALERIA ZDRÓJ Commercial Centre in Jastrzębie Zdrój On August 21 st, 2009, Carrefour GALERIA ZDRÓJ Commercial Centre in Jastrzębie Zdrój was opened, with the total area of ca sq.m., ca. 500 parking places. This object was built on a parcel bought by Carrefour from Rank Progress S.A. The company/partnership has performed formal-administrative works related to this investment., Pasaż Grodzki Commercial Gallery in Jelenia Góra On April 13th 2009, a dependant partnership Rank Müller Jelenia Góra Sp. z o.o., started construction works of the Pasaż Grodzki Commercial Gallery, with commercial area of ca sq.m. and a total area of ca sq.m. This object is located in the very centre of Jelenia Góra, at the junction of Grodzka and Jasna streets. Predicted time of completion for this investment is the 4 th quarter of 2010., Tęcza Gallery in Kalisz In 2009, the Company/Partnership has obtained permission for building a commercial gallery named Galeria Tęcza in Kalisz. This object will be located in the centre of the town, at the junction of 3 Maja Street and Plac Nowy Rynek, at the site of Tęcza supermarket. The total area of the object is predicted to be ca sq.m., and the commercial area to be ca sq.m., number of parking places ca. 400, predicted number of shops ca. 90. Predicted time of completion for this investment is the 2 nd quarter of On December 9 th, 2009, the Issuing Party has finished issuing bonds year normal bonds to bearer, Series A, were issued, with a nominal value and issue price of PLN each, with a total nominal value of PLN Investment Description of investments of the Issuing Party 1. Non-material and legal values. In 2010, until the date of Prospectus approval, the Group of the Issuing Party made no expenses on non-material and legal values. In 2009, expenses of the Capital Group of the Issuing Party on non-material and legal values totalled ,00 PLN, and they were related to a purchase of four additional user licenses for the Microsoft Dynamix AX computer program. In 2008, expenses on non-material and legal values totalled ,78 PLN, whereas the expenses related to the implementation of the Microsoft Dynamics AX program totalled ,00 PLN, with the rest being a purchase amount of other software. In 2007, the Partnership started its first preparation and design works on implementation of the integrated IT system Microsoft Dynamics AX and they had been covered with expenses equal to ,00 PLN. Additionally, expenses on purchase of software were made, totalling ,26 PLN. In 2006 the Parnership purchaes software with the final value of 2 832,62 PLN. All expenses on non-material and legal values were covered with own assets. Page 43

44 2. Tangible fixes assets (excluding investment real estates) In 2010, until the date of Prospectus approval, expenses of the Capital Group of the Issuing Party on tangible fixed assets totalled ,76 PLN. In 2009, expenses of the Capital Group of the Issuing Party on tangible fixed assets totalled ,07 PLN (including ,03 PLN spent by E.F. Progress V Sp. z o.o.), including the following significant expenses: ,65 PLN, namely a leasing-financed purchase of a car, ,63 PLN, namely expenses on the purchase of LED display along with sound system and lighting system, financed by leasing, ,99 PLN, namely expenses on the purchase of a scissor jack for the intentional company E.F. Progress V Sp. o.o., financed by leasing, ,70 PLN, namely expenses on the purchase of a car for the intentional company E.F. Progress V Sp. z o.o., financed by leasing. All other expenses were covered by own assets. In 2008, expenses of the Capital Group of the Issuing Party on tangible fixed assets totalled ,03 PLN, including the following significant expenses: ,49 PLN, namely expenses on the purchase of seven cars, financed by leasing. All other expenses were covered by own assets. In 2007, expenses of the Capital Group of the Issuing Party on tangible fixed assets totalled ,95 PLN, including the following significant expenses: ,68 PLN expenses on the purchase of a Caterpillar excavator, financed by leasing, ,15 PLN expenses on the purchase of 7 cars, including 6 cars valued at ,64 PLN in total, financed by leasing, ,00 PLN expenses on the smoke exhaust system, ,10 PLN expenses on the purchase of a hydraulic Niftylift jack, financed by leasing. All these expenses were covered with own assets and external assets as noted in the text above. In 2006, expenses of the Capital Group of the Issuing Party on tangible fixed assets totalled ,51 PLN, including the following significant expenses: ,37 PLN, namely expenses on the purchase of three cars, financed by leasing, expenses of ,33 PLN on the modernisation of a tenement house in Legnica at ul. Złotoryjska. All these expenses were covered with own assets and external assets as noted in the text above. 3. Investment real estates. In 2010, until the date of Prospectus approval, expenses of the Capital Group of the Issuing Party on investment real estates totalled ,61 PLN, including the following significant expenses: ,21 PLN, namely expenses related to implementation of the Galeria Tęcza investment in Kalisz (dependent company E.F. Progress I Sp. z o.o.), ,67 PLN, namely expenses related to a project of future commercial gallery in Świdnica (intentional company E.F. Progress VI Sp. z o.o.), ,30 PLN, namely expenses related to implementiation of the Twierdza II Commercial Park in Kłodzko (intentional company E.F. Progress VII Sp. z o.o.) ,38 PLN, namely expenses related to implementation of the Pasaż Grodzki investment in Jelenia Góra (intentional company Rank Müller Jelenia Góra Sp. z o.o.) ,46 PLN, namely expenses related to preparation of implementation of future commercial centre in Skarżysko-Kamienna In 2009, expenses of the Capital Group of the Issuing Party on investment real estates totalled ,25 PLN, including the following significant expenses: ,48 PLN, namely expenses related to the 3 rd construction (expansion) stage of Galeria Piastów in Legnica, 80% of this investment was financed using a loan granted by the Bank Zachodni WBK S.A., ,18 PLN, namely expenses related to preparations of investment implementation - Galeria Twierdza in Zamość (intentional compant E.F. Progress III Sp. z o.o.), ,21 PLN, namely expenses related to construction of Twierdza Commercial Centre in Kłodzko (intentional company E.F. Progress V Sp. z o.o.), 80% of this investment was financed using a loan granted by the Bank Zachodni WBK S.A., ,42 PLN, namely expenses related to a project of future commercial gallery in Świdnica (intentional company E.F. Progress VI Sp. z o.o.), Page 44

45 ,59 PLN, namely expenses related to implementiation of the Twierdza II Commercial Park in Kłodzko (intentional company E.F. Progress VII Sp. z o.o.) ,429 PLN, namely expenses related to implementation of the Pasaż Grodzki investment in Jelenia Góra (intentional company Rank Müller Jelenia Góra Sp. z o.o.) ,19 PLN, namely expenses related to implementation of Galeria Tęcza investment in Kalisz (intentional company E.F. Progress I Sp. z o.o.). In April 2009, two large objects have been finishedm these objects being a part of investment real estate: 3 rd stage of Galeria Piastów in Legnica, which resulted in a commercial complex with total area of ca sq.m. Rental area of the commercial part is ca sq.m. and it is used by 110 renting parties. Within the complex there is a multiplex with area of ca sq.m. and a bowling hall, ca. 700 sq.m., Twierdza Commercial Centre in Kłodzko with total useful area of ca sq.m., with rental area of ca sq.m. Twierdza Commercial Centre in Kłodzko consists of the proper gallery with rental area of ca sq.m. and malls - Leroy Merlin with area of ca sq.m. and Carrefour with area of ca sq.m. In 2008, expenses of the Capital Group of the Issuing Party on real estates totalled ,64 PLN, where the significant expenses are as follows: ,45 PLN, namely expenses related to the 2 nd and 3 rd construction stage of Galeria Piastów in Legnica, 80% of this investment was financed using a loan granted by the Bank Zachodni WBK S.A., ,10 PLN, namely expenses related to preparations of Galeria Twierdza Zamojska investment implementation in Zamość (intentional company E.F. Progress III Sp. z o.o.), ,00 PLN, namely expenses related to acquisition of ground for future implementation of a large area commercial object in Stargard Szczeciński (intentional company E.F. Progress IV), ,24 PLN, namely expenses related to the construction of Twierdza Commercial Centre in Kłodzko (intentional company E.F. Progress V Sp. z o.o.), 80% of this investment was financed using a loan granted by the Bank Zachodni WBK S.A ,00 PLN, namely expenses related to the project of future commercial gallery in Świdnica (intentional company E.F. Progress VI Sp. z o.o.), ,00 PLN, namely expenses related to implementation of the Pasaż Grodzki investment in Jelenia Górza (intentional company Rank Müller Jelenia Góra Sp. z o.o.). In 2007, expenses of the Capital Group of the Issuing Party on real estates totalled ,15 PLN, where the significant expenses are as follows: ,03 PLN, namely expenses on the purchase of real estate in Kłodzko for the future Commercial Centre Twierdza, where the ,00 PLN amount was financed using a loan granted by the ING Bank Śląski S.A., ,69 PLN, namely expenses related to the 2 nd and 3 rd stage of expansion of Galeria Piastów in Legnica, ,66 PLN, namely expenses on the purchase of real estate belonging to an obsolete brewery in Legnica, where the Partnership plans an investment in an office-living space building, with 75% of the expenses financed with a loan granted by the BZ WBK S.A., ,38 PLN, namely expenses on ground purchases for the future implementation of 2 nd and 3 rd expasion stage of Galeria Piastów in Legnica, with 75% of the expenses financed with a loan granted by the BZ WBK S.A., ,39 PLN, namely expenses on the construction of Galeria Piastów in Legnica located at ul. Najświętszej Marii Panny 6. In 2006, expenses of the Capital Group of the Issuing Party on real estates totalled ,55 PLN, where the significant expenses are as follows: ,55 PLN - namely expenses on the construction of Galeria Piastów in Legnica located at ul. Najświętszej Marii Panny 6, with the amount of ,17 PLN financed by an investment load granted by the BZ WBK S.A., ,00 PLN namely expenses on the ground purchase at ul. Grodzka in Legnica for the future implementation of the 2 nd stage of expansion of Galeria Piastów in Legnica. 4. Long-term financial assets. In 2010, until the date of Prospectus approval, expenses of the Partnership on the long-term financial assets totalled ,00 PLN where the significant expenses are as follows: expenses of ,00 PLN on shares of the E.F. Progress II Sp. z o.o. company, located in Legnica, expenses of ,00 PLN on shares of the E.F. Progress III Sp. z o.o. company, located in Legnica, expenses of ,00 PLN on shares of the E.F. Progress VI Sp. z o.o. company, located in Legnica expenses of ,00 PLN on shares of the E.F. Progress VII Sp. z o.o. company, located in Legnica In 2009, expenses of the Partnership on the long-term financial assets totalled ,05 PLN where the significant expenses are as follows: expenses of ,18 PLN on shares of the E.F. Progress I Sp. z o.o. company, located in Legnica, Page 45

46 Page 46 Rank Progress S.A. Issue Prospectus expenses of ,00 PLN on shares of the E.F. Progress II Sp. z o.o. company, located in Legnica, expenses of ,00 PLN on shares of the E.F. Progress III Sp. z o.o. company, located in Legnica, expenses of ,00 PLN on shares of the E.F. Progress IV Sp. z o.o. company, located in Legnica, expenses of ,58 PLN on shares of the E.F. Progress V Sp. z o.o. company, located in Legnica, expenses of ,00 PLN on shares of the E.F. Progress VI Sp. z o.o. company, located in Legnica, expenses of ,00 PLN on shares of the E.F. Progress VII Sp. z o.o. company, located in Legnica Simultaneously, the dependent company E.F. Progress II Sp. z o.o. had expenses totalling ,00 PLN on the shares of Rank Müller Jelenia Góra Sp. z o.o. located in Jelenia Góra. In 2008 expenses of the Partnership on the long-term financial assets totalled ,05 PLN where the significant expenses are as follows: expenses of ,00 PLN on shares of the E.F. Progress II Sp. z o.o. company, located in Legnica, expenses of ,13 PLN on shares of the E.F. Progress III Sp. z o.o. company, located in Legnica, expenses of ,00 PLN on shares of the E.F. Progress IV Sp. z o.o. company, located in Legnica, expenses of ,32 PLN on shares of the E.F. Progress V Sp. z o.o. company, located in Legnica. Simultaneously, the dependent company E.F. Progress II Sp. z o.o. had expenses totalling ,00 PLN on the shares of Rank Müller Jelenia Góra Sp. z o.o. located in Jelenia Góra. In 2007 expenses of the Partnership on the long-term financial assets totalled ,37 PLN, which was the result of increase of company capital of the dependent company of the Partnership E.F. Progress V Sp. z o.o. This increase was made with a contribution, namely ownership rights of a real estate. The Partnership has obtained shares in the newly increased company capital, as a return for the subject contribution. In expenses of the Partnership on the long-term financial assets totalled ,00 PLN, where the significant expenses are as follows: expenses of ,00 PLN on the purchase of 100% shares in the Gazeta Piastów Śląskich Sp. z o.o. company, located in Legnica, expenses of ,00 PLN on obtaining 100% of shares of the E.F Progress I Sp. z o.o. company, located in Legnica, expenses of ,00 PLN on obtaining 100% of shares of the E.F Progress II Sp. z o.o. company, located in Legnica, expenses of ,00 PLN on obtaining 100% of shares of the E.F Progress III Sp. z o.o. company, located in Legnica, expenses of ,00 PLN on obtaining 100% of shares of the E.F Progress IV Sp. z o.o. company, located in Legnica, espenses of ,00 PLN on obtaining 100% of shares of the E.F Progress I Sp. z o.o. company, located in Legnica Description of current investments of the Issuing Party In July 2009 a dependent company has started construction works on the site of Pasaż Grodzki in Jelenia Góra. This object is contracted by the Rank Müller Jelenia Góra Sp. z o.o. company, 54% of its shares is indirectly owned by the Issuing Party. Pasaż Grodzki is being built im the very centre of Jelenia Góra, at the junction of Jasna and Grodzka streets, and Erbud S.A company is the general contractor. Pasaż Grodzki will be a few-floor building with a total area of about sq.m., including rental area of ca sq.m. The predicted number of renting parties is 35. This object will also have an underground parking lot for about 70 cars. The predicted time the investment will be finished, is the 4 th quarter of Total budget of the investment is ca. 44,8 mln PLN, with external funding of ca. 70%. The dependent company - E.F. Progress VII Sp. z o.o. started in October, 2009 ground works on the construction site of Twierdza II Commercial Park in Kłodzko, next to the existing Twierdza Commercial Centre. Erbud S.A. is the general contractor of this investment. Twierdza II Commercial Park will be one-level object with a total area of about sq.m., including rental area of ca sq.m. Planned number of renting parties is 11. This object will also have a parking lot for about 420 cars. The predicted time the investment will be finished, is the 4 th quarter of Total budget of the investment is ca. 29,8 mln PLN, with external funding of ca. 70%. The dependent company E.F. Progress I Sp. z o.o. started in November, 2009 ground works on the construction site of Galeria Tęcza in Kalisz, in the place of existing Tęcza commercial site, next to the main promenade of the town. The P.B. Cezbed Sp. z o.o. company is the general contractor. Galeria Tęcza will be a few-floor site with a total area of about sq.m., including rental area of ca sq.m. The predicted number of renting parties is ca. 90. This object will also wave an internal parking lot for about 400 cars. The predicted time the investment will be finished, is the 2 nd quarter of 201a. Total budget of the investment is ca. 113,0 mln PLN, with external funding of ca. 70%. At the break of May and June 2010, the dependent company E.F. Progress III Sp. z o.o. shall start works on the construction site of Galeria Twierdza w Zamościu. Erbud S.A. company is the general contractor Galeria Twierdza will be a site with a total area of sq.m. The predicted number of rental parties is ca. 80. The site will also have a parking lot for ca. 850 cars. The predicted date of release of this object for use is the 1 st quarter of The total budget of the investment totals ca. 126,2 mln PLN, with external funding of ca. 70%.

47 Below current (started) of the Issuing Party are presented, where construction or design works have started and where administrative procedures necessary for building commercial objects have been started, namely: Table: Current investments of the Issuing Party. Commercial object Start of construction works "Twierdza II" Commercial Park in Kłodzko Commercial Gallery "Galeria Tęcza" in Kalisz Commercial Centre Twierdza Zamojska in Zamość Commercial Gallery Galeria Świdnicka in Świdnica Commercial Gallery "Pasaż Grodzki" in Jelenia Góra Start of exploitation Predicted rental area (sq.m.) 4 th quarter of th quarter of th quarter of nd quarter of st quarter of st quarter of th quarter of th quarter of rd quarter of th quarter of Commercial Centre in Jarosław 3 rd quarter of nd quarter of Commercial Centre in Krosno 4 th quarter of th quarter of Źródło: Emitent All aforementioned investments are implemented on the territory of Poland. Sources of funding for the aforementioned investments are described in chapter 10.5, Part III of the Prospectus Registration Document Information about the main future investments of the Issuing Party, which have valid obligations taken by management of the Issuing Party. As of the date of approval of the Issue Prospectus, the Partnership Board has made valid obligations related to future investments, by the virtue of projects presented below: 1. Obligation against the town of Kalisz. On the basis of statement dated September 11 th, 2007, the Partnership has obliged to build an underground parking lot fro at least 250 parking places for cars and to manage the public surface ground in a form and using rules specified in a separate agreement, with the parking lot constructed on a parcel located in Kalisz, Plac Nowy Rynek, owned by the town of Kalisz. The condition of implementation of the aforementioned obligation is a cessation of the subject real estate by the town for the Partnership with lending it for construction purposes. Once the parking lot is completed, the ground wil be returned by the Parntership, in exchange for using the parking lot by the customers of the Commercial Centre Galeria Tęcza, constructed by the Partnership. This investment is about to be implemented within 18 months after the cessation of the subject parcel by the town, for the Partnership. The cessation of subject parcel for the Issuing Party has not taken place yet. Additionally, as it is judged by the Issuing Party, this cessation will not take place before The Issuing Party also cannot exactly evaluate costs of the subject investment as of the date of Prospectus approval, however, The Issuing party expects the costs not to exceed PLN. 2. Obligation of the Partnership against JA-WA Morgaś, Ostasz Spółka Jawna in Zamość. On January 27 th, 2007 the Partnership have signed a cooperation contract with the JA-WA Morgaś, Ostasz Spółka Jawna z company, located in Zamość. The subject contract has been signed in order to define rules of joint implementation of the economic goal, which is management of real estates located in Zamość, at Kilińskiego and Przemysłowa streets by constructing a commercial object with an area of about sq.m. Within this contract, the Partnership jas obliged to purchase a number of real estates located in Zamość, including some indirectly owned by JA-WA Morgaś, Ostasz Spółka Jawna, and to construct an object on these parcels. Additionally, once an effective approval for the use of the constructed object is obtained, the Partnership has obliged to pass onto its partner 30% of shares of the intentional company created for the purposes of the subject investment or to pay its partner its proper profit, i.e. 30% of the market value of the object, minus any expenses of the Partnership, related to this investment. According to the judgment of the Issuing Party, profits from the subject investment will total ca. 95 mln PLN, thus the profit part to be paid to JA-WA Morgaś, Ostasz Spółka Jawna, will be equal to ca. 28,6 mln PLN. 3. Obligation of the Partnership against the H.M. Prosper Hildebrand Morgaś Spółka Jawna Page 47

48 On May 14 th, 2008, the Partnership has signed a cooperation contract with the H.M. Prosper Hildebrand Morgaś Spółka Jawna company, located in Zamość ( Partner ). The subject contract has been signed in order to define rules of joint implementation of the economic goal, which is management of real estates located in Skarżysko-Kamienna by construction a multifunction object (commercial-service-office) ( Object ). Within the contract, the Parties have obliged to e.g.: implementation of the joint project and obtaining a common profit with the following proportions 67,00% - the Partnership, 33,00% - the Partner. Additionally, the Parntership has obliged, e.g. to purchase real estates located in Skarżysko Kamienna with a total area of ca. 5,5 ha and to bring these real estates as a contribution to a specifically created limited liability company ( Company ). The Partner has obliged, e.g. to help and to cooperate with the Partnership in the purchase of the real estate and to transfer rights from pre-initial contracts already signed, related to the real estates, where the Object is about to be located. Within 60 days from the date the of legal permission for using the constructed Object, by the virtue of payment for the actions, the Partnership will pay the Partner a proper amount, equal to 33% of the profit from the investment, or it wil transfer on the Partner 33% of shares of the intended company, but in this situation, the Partner is obliged to return 33% of the Partnership s costs related to the investment. In 2009, both Parties have made a mutual decision on sale of the said real estate to an operator of food or construction products hypermarket network, thus the Parties have mutually searched for an entity interested in the purchase of this real estate. According to Annex 1 to the said contract, the Parnter was entitled to 33% of profits from sale of the said real estate, which was estimated by the Issuing Party at ca. 8,4 mln PLN, thus the amount the Partner is entitled to shall amount ca. 2,8 mln PLN. On February 24 th, 2010 the Parties have terminated the said contract. At the same time, by virtue of payment for serviced provided by the Partner during the contractual time, i.e. especially for help in acquisition of real estates covered by the Contract advisory services, participation in the modification procedure of the local spatiadl development plan for the real estate and for participation in negotiations related to purchases of real estates covered by the Contract, the Issuing Party obliged to pay a net salary of PLN to the Partner. This salary shall be paid in 4 terms, i.e PLN net has already been paid, PLN net will be paid by May 25 th, 2010, PLN net will be paid within 14 days from the date the l.s.d.p. for the real estates covered by the Contract comes into effect, and the remaining PLN net will be paid by December 31 st The Parties have freed each other from all other obligations. 4. Obligations agains Erbud S.A. related to the implementation of Pasaż Grodzki investment in Jelenia Góra. On , the Rank Muller Jelenia Góra Sp. z o.o. company (50% of its shares are indirectly owned by the Partnership), has signed a general contractor contract with Erbud S.A. for Pasaż Grodzki in Jelenia Góra, together with the external road layout. The value of the contract was set as PLN, net. The investment encompasses construction of an uptown gallery, where about 35 shops of leading trademarks will be placed, along with a parking lot with 70 parking places. Acording to the contract, the object is to be ready for release for further works of the renting parties by July 1 st The Parties have decided, that the amount of stipulated penalties cannot exceed 10% of the stipulated net salary of the contractor. 5. Obligations against Erbud S.A. related to the implementation of Retail Park investment in Kłodzko. On r. the E.F. Progress VII Sp. z o.o. company (100% of its shares is owned by the Partnership), has signed a general contractor contract with Erbud S.A. for a commercial-service object Retail Park in Kłodzko. The value of the contract was set as PLN, net. The investment encompasses construction of a commercial park with a total rental area of about sq.m., where 8 large shops of leading trademarks will be placed, along with a multiplex. According to the contract, the construction works have started in December 2009, and the commercial hall is about to be released to the renting parties within 4 months after the conclusion of the on-site works, while the multiplex cinema is about to be released to the renting party within 6 months after the conclusion of the on-site works. Additionally, the Parties have agreed that the amount of stipulated penalties cannot exceed 10% of the stipulated net salary of the contractor. 6. Obligations against P.B Cezbed Sp. z o.o. related to the implementation of Commercial-Service Centre Galeria Tęcza in Kalisz. On , Cezbed Sp. z o.o. has signed a general contractor contract with E.F. Progress I Sp. z o.o. company (100% of its shares is owned by the Partnership), for a Commercial-Service Centre Galeria Tęcza in Kalisz. The value of the contract totals PLN, net. According to the contract, the object has to be constructed in the period between and , when the acceptance procedure starts, with the end of the construction works, allowing works of the Renting Parties (together with the supply area) to be started will take place no later than on , and contraction of the external road layout will take place no later than on Both Parties have agreed that the amount of stipulated penalties cannot exceed 10% of the stipulated net salary of the contractor, however, if the deadline of object implementation (i.e. May 30 th, 2011) is exceeded, then the amount of calculated stipulated penalits cannot exceed 20% of the total salary of the contractor. Both Parties have reserved the right to claim reparations exceeding the amounts of stiuplated penalties, according to general regulations in this matter. If the contract is waivered because of reasons, for which the Contractor is responsible, then the contractor will pay the stipulated penalty, equal to 10% of its net salary, to Page 48

49 Page 49 Rank Progress S.A. Issue Prospectus the Ordering Party. If the contract is waivered because of reasons, for which the Ordering Party is responsible, then the Ordering Party will pay the stipulated penalty, equal to 10% of its net salary, to the Contractor. 7. Obligation of E.F. Progress III Sp. z o.o. against the President of the City of Zamość On the basis of an agreement dated February 17 th, 2010, E.F. Progress III Sp. z o.o. (a dependent company of the Issuing Party), because of the planned construction works of the Galeria Twierdza site located at ul. Kilińskiego in Zamość, it has made an obligation to the President of the City of Zamość (as the roads manager) to modify the road layout related to the aforementioned investment. Within the scope of the said agreement, E.F. Progress III Sp. z o.o. has obliged to construct the required roads (within the scope of the agreement), to prepare the construction plans and designs, to obtain grounds from the owners of the real estates included in the road system modifications plan, if necessary, and to give the Road Manager a guarantee and warranty for the works performed. E.F. Progress III Sp. z o.o. has also obliged to execute the said works no later than March 31 st, 2011, and then to return them (for free, with all appropriate documentation) to the City Roads Management in Zamość. As of the date of Issue Prospectus approval, the Issuing Party evaluates the costs of the said investment to total ca PLN. 8. Obligations against Erbud S.A. related to the implementation of Galerii Twierdza investment in Zamość On April 26 th, 2010 E.F. Progress III Sp. z o.o., 100% of shares of which are held by the Partnership, has signed a general contractorship contract with Erbud S.A. for Galeria Twierdza in Zamość, including external roads layout. The value of the contract was set at PLN net. The investment includes constuction works of a commercial gallery with area of ca sq.m., including road layout, where about 80 shops will be located, together with a parking lot for 850 cars. According to the contract, the site is to be ready on February 15 th, General activity profile 6.1. Basic activity Basic fields and types of activity The Issuing Party performs an investment development activity on the domestic market, which is obtaining real estates (grounds) and housing them with commercial objects destined for rent or for sale. The Isssuing Party executes its activity with a Capital Group, on its own and through the intended companies. It is mainly resulting from the requirements of banks financing the development projects of the Capital Group of the Issuing Party. During the implementation of projects within the field of real estate market, the banks require that financing of the investment projects is made by the companies intended for specified projects, as it allows to minimize the investment risk. The activity subject of the aforementioned company should be limited to activities related to ownership and management of the real estate, there are also limits regarding the employment in such a company. The rental contracts signed are longterm contracts and they guarantee the companies a stable income. The real estates must have their legal status regulated and the object itself should have high technical standard. Such a construction allows a separation of monetary flow related to a given project from monetary flows related to other projects along with a higher level of financial leverage when financing a project, thus a higher level of bank loans available to the intentional company than to its shareholders. Additionally, bankruptcy of the intentional company as a result of project failure does not mean the bankruptcy of its shareholders. The Capital Group of the Issuing Party focuses its current and future activity on implementation of four categories of investment projects within the real estate market, namely construction and rental or sale of the objects: Large area commercial service centres, Uptown commercial galleries, Commercial objects commercial parks, Highly profitable, short-term investment projects Development strategy The strategy predicts development on the real estate market with profits for the shareholders, business partners and local communities. The basis of this strategy is the long-term trust in the range of all entities engaged in the implementaion of each project. Thanks to knowledge and experience gained, the Issuing Party has specialised in design and construction of large area commercial objects and commercial galleries and parks in medium-size cities. Besides the product diversification, the Group of the Issuing Party also manages a geographic diversification. The list of cities, where the Group of the Issuing Party has implemented, implements, or plans to implement its products in all segmets

50 of activity: Stargard Szczeciński, Białystok, Grudziądz, Kalisz, Zamość, Bielsko Biała, Katowice, Jastrzębie Zdrój, Dąbrowa Górnicza, Opole, Wrocław, Legnica, Jelenia Góra, Kłodzko, Zgorzelec, Skarżysko-Kamienna, Świdnica, Jarosław, Krosno, which is a proof of consequence in implementation of this strategy. In order to reach the investment goals, the Group of the Issuing Party assumes that capital will be obtained via shares issue. Estimated value of planned financial investment expenses of the Group of the Issuing Party for the period of will total 500,1 mln PLN. The other part of expenses on investment, except for the capital obtained via shares issue, will come from own assets and bank loans. Particularly, it is planned, that the Issuing Party will reinvest 90% of its net profit obtained in each following business year. Development projects are also present among the investments planned by the Group of the Issuing Party Activity segments 1. Large area commercial service centres. Implementation of projects in the field of large area commercial service centres includes real estate purchases, implementation of design and administration procedures, supervision of implementation and object sales. The Partnership has performed or is performing such activities for network operators of shopping markets, such as Tesco, Castorama, Leroy Merlin,, Makro Cash and Carry. Since 2004, the Partnership is the main parnter of the Carrefour network in Poland. In the period of , the Capital Group of the Issuing Party has release for use 21 comercial centres of this type, with total area of ca. 263 tys. mkw. The objects were as follows: TESCO Commercial Centre, Jelenia Góra, sq.m., parking places, TESCO Commercial Centre, Zielona Góra, sq.m., 831 parking places, TESCO Commercial Centre, Bielsko Biała, sq.m., 980 parking places, CASTORAMA Commercial Centre, Bielsko Biała, sq.m., 650 parking places, TESCO Commercial Centre, Ruda Śląska, sq.m., 559 parking places, TESCO Commercial Centre, Tarnowskie Góry, sq.m., 555 parking places, TESCO Commercial Centre, Głogów, sq.m., 555 parking places, CARREFOUR Commercial Centre, Zielona Góra, sq.m., 730 parking places, CARREFOUR Commercial Centre, Legnica, sq.m., 860 parking places, TESCO Commercial Centre, Jawor, sq.m., 112 parking places, CARREFOUR Commercial Centre, Kalisz, sq.m., parking places, CARREFOUR Commercial Centre, Zgorzelec, sq.m., parking places, CARREFOUR Commercial Centre, Tarnowskie Góry, sq.m., 515 parking places, CARREFOUR Commercial Centre, Zamość, sq.m., 769 parking places, CARREFOUR Commercial Centre, Grudziądz, sq.m., 870 parking places, LEROY MERLIN Commercial Centre, Kalisz, sq.m., 460 parking places, CARREFOUR Commercial Centre, Białystok, sq.m., 860 parking places, CARREFOUR Commercial Centre in Szczecin, sq.m., parking places, CARREFOUR Commercial Centre in Jastrzębie Zdrój, sq.m., 535 parking places, EDEN Commercial Centre in Zgorzelec, sq.m., 306 parking places, TWIERDZA Commercial Centre in Kłodzko, sq.m., 712 parking places. 2. Uptown commercial galleries. The second category of investments implemented by the Capital Group of the Issuing Party is construction and renting of commercial galleries located in the very centres of town with population from 50 to 100 thousands of people. In 2006, the Capital Group of the Issuing Party has finished the 1 st stage of Galeria Piastów in Legnica with total area of sq.m. In 2008 the 2 nd stage of Galeria Piastów has been finished, and in 2009 the third stage of Galeria Piastów with total area of sq.m. Twierdza Commercial Centre in Kłodzko with area of ca sq.m. Additionally, the following commercial galleries are in the stage of advanced preparations or implementation and commercialisation: Galeria Tęcza in Kalisz, ca sq.m., Twierdza II Commercial Park in Kłodzko, ca sq.m., Pasaż Grodzki gallery in Jelenia Góra, ca sq.m., Galeria Świdnicka in Świdnica, ca sq.m., Twierdza Zamojska gallery in Zamość, ca sq.m. In addition to the aforementioned projects, the Issuing Party analyses and performs initial design of some other developercommercial projects throughout Poland, based on own ground reserves. 3. High-profit, short term investment projects. Page 50

51 The next area of business activity of the Capital Group of the Issuing Party is implementation of highly profitable, short-term investment projcets, including the following actions: purchase of the real estate, design, implementation of all required administrative procedures and agreements, followed by sale of the project. Closing of the investment position is performed at different stages of the projects, depending on its characteristics, market conditions and needs of the partner. The Partners in these projects are renown Polish and foreign companies. 4. Apartments and office buildings Aditionally, among the investment projecs of the Issuing Party, there is a group of mixed objects (services, apartments, offices): An apartment-service project Marina Park in Wrocław, sq.m., 2 apartment projects in Legnica, sq.m. (total area), A-class office building in Legnica, sq.m., an office-commercial-service-entertainment object in Katowice, sq.m. In case of the aforementioned investment projects, the Issuing Party held the works, performing only actions leading to acquisition of a purchaser or a partner for a joint implementation of the investment project. The Issuing Party does plan for the future to develop its activities as the sole implementation of the aforementioned investments. Table: Income divided into basic activity categories of the Group of the Issuing Party (in thousands of PLN). Details 1 st half of Real estate rents Real estate sales Other TOTAL Source: The Issuing Party In the table above, the segment 2 income has been presented as income from real estate rents, and other segments as income from real estate sales. The Other position relates to reinvoicing of materials and services, including services income, e.g. from consulting services Organisation of the business activity of the Group 1. Acquisition of information about the partners and grounds for investments. The number of projects implemented throughout the country in the period of 12 years of business activity led to development of a high operation efficiency of the Issuing Party in the fields of grounds acquisition and investment implementation. The issuing Party obtains information and searches for land for future investmets, using a procedure worked out throughout the years: On its own, by the expansions department; in the case of large area commercial objects, this acction is additionally directed by information obtained from the main operators (Carrefour, Leroy Merlin, Metro, OBI, REAL, Aldi, Biedronka), regarding the localisation of future objects, Obtaining grounds from the aforementioned companies during acquisition and finishing the ground mergers for future investments, Offers made by permanently cooperating real estate agents and other entities, which have real estate trade as a part of their business activity, eg. trustees, design offices etc. Other business partners, People, real estate owners (on its own). The efficiency and effectiveness of the actions of the Capital Group of the Issuing Party in the field of selection and acquisition of attractive grounds for investments are possible thanks to an experienced team of specialists, who have vast knowledge related to the real estate market. 2. Investment capacity verification process. The optimal orgaisational structure of the company and mechanisms of ground classification for investments, worked out throught the years of the Partnership s activity resulted in a high analytical and decision-related efficiency within the field of ground acquisition. All decisions regarding purchases of real estates are preceeded by verification procedures. These procedures are implemented in two variants, depending on the type of investment, which will be implenented on the analysed grounds. Page 51

52 2.1. Large area objects. The verification procedure for large area objects: Verification of implementation possibility for the particular investment type, Examination of legal state of the real estate, Acquisition of basic information about the real estate. On the basis of aforementioned information, an information memorandum is created for one of the main operators eg. Carrefour, Leroy Merlin, OBI, Real, etc. Once the initial acceptation has been obtained, but before the ground acquisition, the main parameters of cooperation and of the investment are agree with the operator, such as: Future rental area, Rental fee and technical maintenance fees, Rental contract period, Range of works finances by each of the Parties. Once the parameters of the investment project are agree, the Issuing Party brings the parties to sign these effects in the 2 nd stage: 1 st stage pre-initial contract of cessation of ownership rights or perpetual use rights, 2 nd stage signing the final contract once the suspending conditions are met. The above procedure guarantees safety of implementiation and income from these types of investments. If no acceptance and positive evaluation of the operator are obtained, then the materials related to the real estate are archivised for further, potential use in the future Commercial galleries. The procedure of real estate localisation evaluation for the needs of commercial galleries includes: Verification of implementation possibility for the particular investment type, Geological, geophysical studies, studies of ground contamination, green area cataloguing, Vefirication of entries in mortgage registers, Determination of media availability (water, electricity, gas, etc.), Negotiating, preparation of contract projects by the legal department, Initial design works, preparation of architectural concept with determination of the most important parameters of the investment and potential risks, which may raise the costs of investment implementation, Project analysis in relation to potential renting parties, Preparing an investment profitability analysis, budgeting, preparation of a business plan, Once the parameters of the investment project are agree, the Issuing Party brings the parties to sign these effects in the 2 nd stage: 1 st stage pre-initial contract of cessation of ownership rights or perpetual use rights, 2 nd stage signing the final contract once the suspending conditions are met. 3. Investment implementation. Once the real estate has been secured, the Issuing Party takes next actions in order to implement the investment: The choice of design office, preparing the architectural construction project, together with obtaining necessary permissions, Commercialisation of commercial areas, Financing management, The choice of the general contractor who performs and coordinates the entirety of construction works. An integral part of the investment process in area commercialisation, i.e. obtaining renting parties for the area in the implemented object. The commercialisation process is performed by the Partnership itself, by the commercialisation department. A team of employees of the Capital Group of the Issuing Party also works on the commercialisation process, with the team being responsible for implementation of the particular investment project, including a supervision inspector, specalists in the particular fields (sanitary, electric), an architect, who supervises and coordinated works performed by the subcontractors. The choice of general contractor is made on the basis of an auction, for which the biggest companies in the domestic market are invited, including: Budimex Dromex S.A., Skanska S.A., Erbud S.A., Budus S.A., Warbud S.A., Mostostal Warszawa S.A. etc. A contract is signed with the general contractor (chosen in a multistep auction), which regulates the deadlines of particular investment stages and directly related schedule of payments. Page 52

53 The Capital Group of the Issuing Party itself engages subcontractors for particular investment projects, which are supervised by the supervision department of the Capital Group of the Issuing Party, or by the general contractor. In both cases described above, the Board of the Issuing Party, together with subsidiaries investment development department, manager of the investment project, and if there is a need to with a supervisor of the project acting in the name of the bank which finances the investment, provide a complex supervision of the investment. 4. Marketing and sales. When the construction starts, the Capital Group of the Issuing Party starts its marketing actions related to advertising and marketing of the implemented commercial object. This range of actions is related only to own objects of the Partnership. 5. Object management. The last element controlled by the Capital Group of the Issuing Party after the construction and release of the object for use, is an independent management of the object. In the case of uptown galleries, the Capital Group of the Issuing Party predicts that the objects implemented now and in the future will be managed independently by itself, because of positive and measurable financial effects obtained with management of Galeria Piastów in Legnica and Twierdza Commercial Centre in Kłodzko Main customers Three categories of strategic customers must be separated in the context of business activity of the Group of the Issuing Party: 1. Large area customers. Large area customers of the Issuing Party contain, among others: Carrefour Polska Sp. z o.o., Leroy Merlin Polska Sp. z o.o., Superhobby Market Budowlany Sp. z o.o., (OBI) Real Sp. z o.o. spółka komandytowa (limited partnership), Empik Sp. z o.o., Metro Group Asset Services Sp. z o.o. Marks & Spencer Polska Sp. z o.o., C & A,Polska Sp. z o.o. Piotr i Paweł S.A., H & M Hennes & Mauritz Sp. z o.o., New Yorker. Polska Sp. z o.o. The aforementioned companies are the main renting parties in large area objects and comercial centres. They form a group of customers who guarantee the security of investment implementation through the fact of long-term rent of the area, which is usually 10 years + options for the next 5 years. In the case of this group of renting parties, rental fees obtained are oscillating within the range between 5,75 and 8,5 EUR/sq.m. and the rented area forms the following range: The Renting Party Carrefour Polska Sp. z o.o. Leroy Merlin Polska Sp. z o.o. Superhobby Market Budowlany Sp. z o.o. Real Sp. z o.o., spółka komandytowa (limited partnership) EMPiK Sp. z o.o. H&M Hennes & Mauritz Sp. z o.o. Metro Group Asset Services Sp. z o.o. Marks & Spencer Polska Sp. z o.o. C & A Polska Sp. z o.o. Source: Issuing Party Rented area from sq.m. to sq.m. From sq.m. to sq.m. about sq.m sq.m. from 600 sq.m. to sq.m. From sq.m. to sq.m. about sq.m. From sq.m. to sq.m. from sq.m. to sq.m. Besides the fact that these companies form stable and secure income source, they are also guarantees of acquisition of smaller, but far more profitable, renting parties. 2. Renting parties of small and medium area. Page 53

54 Another group of customers is formed by operators of renown, world-wide, European and Polish trademarks, which form and expand their distribution networks i.e. by renting areas in commercial centres and uptown galleries. The best known trademarks present in the objects of the Capital Group of the Issuing Party are as follows: Douglas, Grupa LPP, Vistula i Wólczanka, Bytom, Ryłko, Wojas, Tall Weijl, Vobis, Almi Decor, Diverse, KFC, Kappahl, Rossman, Deichmann, Apart. Customers in this group rent a smaller area, in the range from 100 to sq.m., but renting fees are significantly higher than in the first group, as they oscillate in the range between 10 and 40 EUR/sq.m. This parameter significantly increases the average rental fee obtained on the area in a particular object. 3. Local renting parties. Another group of customers is formed by companies and businessmen functioning within the particular town, where the investment is located. These companies, having a solid position on the local market, want to increase their income and prestige by renting area in attractive localisations offered by the Capital Group of the Issuing Party. 4. Customers in short-term translations. A separate group of customers, important for the activity of the Capital Group of the Issuing Party, are the companies, which form parties in short-term transactions. A vast part of analysed offers and investment projects along with the knowledge of the market have created a possibility to make income from implementation of relatively fast transactions, namely, preparations of real estates for investments and sales. This options include: Ground purchase, Implementation of required administrative procedures and agreements, Obtaining decisions on the conditions of housing and area management or a permission for construction works, Ground sale. Average time of implementation of this type transaction is 3 10 months. This transaction type is characterised by low level of own assets engaged and a high profitability. The group of customers who took part in this type of transactions, include: Carrefour Polska Sp. z o.o., Leroy Merlin Polska Sp. z o.o., Jeronimo Martins Dystrybucja Sp. z o.o., Superhobby Market Budowlany Sp. z o.o., Makro Cash and Carry Polska S.A., Aldi Sp. z o.o. Table: Sales structure with values, including key customers (in thousands of PLN). Operator 1 st half of Carrefour Polska Sp. z o.o Leroy Merlin Inwestycje Sp. z o.o Cap Wroc Log Sp. z o.o Jeronimo Martins Dystrybucja Sp. z o.o Abercromby Sp. z o.o Makro Cash and Carry Polska S.A Renting Parties of Galeria Piastów in Legnica Renting Parties of Twierdza Gallery in Kłodzko Others TOTAL Source: Issuing Party Current investments of the Partnership Page 54

55 Construction of commercial objects with a total area of ca of sq.m. throughout Poland in the period of Below, a chronological summary of investment projects for the years is presented, with their detailed description presented later. Table: A chronological summary of investment projects for the period of N o Location / Project Name Destination Commercial object type Predicted end date 1 Jelenia Góra/ Pasaż Grodzki rent Commercial gallery in the centre of the town, 4 th quarter of Kłodzko/ Twierdza II Commercial Park Rent Commercial park (Media Expert, Jysk, Biedronka) 4 th quarter of Kalisz/ Tęcza Gallery Rent Commercial gallery in the centre of the town, 2 nd quarter of Zamość/ Twierdza Zamojska Gallery rent Uptown gallery 2 nd quarter of Świdnica/ Galeria Świdnicka rent Uptown gallery 1 st quarter of 2012 Source: Issuing Party. 1. Uptown commercial gallery Pasaż Grodzki in Jelenia Góra. In 2007, the Partnership has gained a partner, which is an owner of an attractively located parcel in the centre of Jelenia Góra, who implements (via an intentional company) an uptown gallery-type object with a total area of ca sq.m. W In July 2009, the dependent company Rank Müller Jelenia Góra Sp. z o.o., which implements this investment, has obtained permission for construction works and has signed a contractor cotnract with Erbud S.A. for the contractory works of the object, to be received,,ready to use. After the construction, the object will remain in the ownership of the entity bound to the Partnership, although it is not excluded that the object will be sold. The expected date of the investment to be finished is the 4 th quarter of 2010 with total planned expenses of ca. 44,8 mln PLN. The expected income from renting the area after a complete commercialisation is to be about 4,1 mln PLN net/uear. 2. Twierdza II Commercial Park in Kłodzko. The owned ground reserve of ca. 1,83 ha located exactly next to the Twierdza Kłodzko Commercial Centre, has been expanded by the Issuing Party Emitent with a purchase of 2,01 ha. On this ground merger with a total area of 3,84 ha, a design of a commercial park was started in the spring of Predicted total area of the object is ca sq.m. with 10 reting parties to participate. Construction works have begun in November 2009, their finish is planned for the 4 th quarter of The expenses should total ca. 29,8 mln PLN. Estimated income from the rent of area after a complete commercialisation is to be about 4,5 mln PLN net-year. 3. Uptown commercial gallery Galeria Tęcza in Kalisz. On a ground with area of 0,92 ha, the Issuing Party plans to implement the construction of Galeria Tęcza via its dependent company E.F. Progres I Sp. z o.o., wit the area of ca sq.m., where ca. 86 shops will be located. In June 2009 the Issuing Party obtained persmission for the construction of the object and on October 28 th, 2009, the dependent entity obtained permission for its implementation. Construction works began in November Their finish is planned for the 2 nd quarter of Planned expenses are to total ca. 113,0 mln PLN. Estimated income from the rent of area after a complete commercialisation is to be about 16, 8 mln PLN net-year. 4. Twierdza Gallery in Zamość. On the ground with an area of 7.4 ha, purchased using own assets, the Issuing Party shall implement a project via its dependent company E.F. Progres III Sp. z o.o., namely construction of Twierdza Zamojska Gallery with an area of mkw., which will host about 80 shops and a parking lot for 850 places. As of now, the Issuing Party has finished design works and has submitted an application for permission to start construction works. The permission is planned to be obtained in May Meanwhile, deconstruction works on objects located at the site have been finished. The expeted time of the investment s finish is the 2 nd quarter of 2011, the expenses are planned to total ca. 126,2 mln PLN. Estimated income from the rent of area after a complete commercialisation is to be about 18 mln PLN net/year. 5. Śródmiejska galeria handlowa Galeria Świdnicka w Świdnicy. In 2008, the Issuing Party has secured a ground real estate with an area of 3.63 ha, located in Świdnica, using a pre-initial contract. The Issuing Party plans (via its dependent company, E.F. Progres VI Sp. z o.o.) to implement a commercial object Galeria Świdnicka, with an area of ca sq.m., which will host ca. 65 shops and a parking lot for 565 p.p. In August 2009, a local plan of spatial development has been decided, which predicts a construction of a commercial object. The design works and agreements are underway. The permission for construction works is predicted to be obtained in September 2010, construction works start for the 4 th quarter of 2010 and their finish for the 1 st quarter of Page 55

56 Estimated value of the investement will total ca. 72,2 mln PLN. Estimated income from the rent of area after a complete commercialisation is to be about 11 mln PLN net/year Planned investments of the Capital Group Below, two categories of investment projects planned by the Capital Group of the Issuing Party are presented: projects planned for construction and rent and projects for sale. Because change procedures of local spatial development plan are underway, along with negotiations with main renting parties, or technical agreements are being made, estmations of exact deadline for development of the investments projects will be made once the key conditions of their implementation are met. Table: Investment projects predicted for construction and rent. N o Location / Project name Commercial object type Parcel area 1 Commercial Centre Krosno Commercial park during negotiations of the OBI contract sq.m. 2 Commercial Centre Jarosław Comercial park change procedure for l.s.d.p./obi sq.m. Source: Issuing Party. The total area of grounds presented in the summary above is, as of the date of Prospectus creation, 16,3 ha. Table: Investment projects for sale. N o Location / Project name 1 KATOWICE Olimpijska 2 WROCŁAW Marina Park Project description/ Potential use Multifunction object (gallery, offices, entertainment) in the city centre Housing with services part of the Marina Park district; located in Wrocław-Popowice, next to parks and Odra river; mini port for boats, yachts and water tram is planned Parcel area sq.m sq.m. 3 Skarżysko Kamienna Commercial park change procedure for l.s.d.p./ mall sq.m. 4 Zgorzelec LM Commercial park sq.m. 5 Zgorzelec CA Commercial park sq.m. 6 Legnica Browar Offices/apartments A-class offices and apartments, in the city centre, close to Galeria Piastów, City Hall and City Park sq.m. 7 Legnica Fortepiany Built real estate/multifunctional sq.m. 8 Opole Malinka Parcel with permission for construction of a commercial object sq.m. 9 Brzeg Commercial pavillion 13,15% of sq.m. 10 Kłodzko next to Galeria Twierdza Parcel assigned for a petrol station mkw. 12 Kłodzko next to Galeria Twierdza Parcel destined for Mc Donald object sq.m. 13 Legnica Osiedle Ptasie Parcel destined for housing sq.m. 14 Grudziądz Commercial park design sq.m. 15 Stargard Szczeciński * Commercial park change procedure for l.s.d.p./ mall sq.m. 16 Opole Turawa Commercial park design sq.m. 17 Dąbrowa Górnicza Commercial park design 50% of sq.m. Source: Issuing Party. *) a bankruptcy application of the intentional company the owner of the real estate, with an option of agreement, has been lodged in. Total area of grounds presented in the above summary, as of the date of Prospectus creation, is 38,85 ha. Page 56

57 If favourable market conditions take place, the Issuing Party does not exclude returns to the aforementioned investment projects, according to agreements and concepts possessed Other future projects Because of current, negative economic conditions, including also the developers, the Issuing Party is very cautious with estimations of new investment projects. A strong competitions which took place in the period of led to creation of many development projects. Becasue of this fact and of difficulties in obtaning funds for investments, projects partially prepared for implementation have appeared on the market. Taking into account the above, the Issuing Party plans purchases of investment projects or grounds only in the cases of a very attractive ground price or if a valid local spatial development plan for the ground exists, significant technical agreements and rental contracts are signed with the main renting party. Other case, when the Issuing Party allows the possibility of ground purchase and engaging financial assets in preparation of an investment project is purchase of ground indicated by the partner as potential locations of commercial objects. As of the date of Prospectus creation, the Issuing Party cooperates within the latter scheme with ALDI Sp. z o.o., OBI Sp. z o.o. and Makro Cash and Carry Polska S.A. The next step may involve implementation of an object with a rental or sale option, with an assumption that favourable financial conditions have been negotiated Land bank According to its strategic assumptions, the Group of the Issuing Party has created a land bank throughout Poland by purchasing attractive ground which allow implementation of large area commercial objects, commercial galleries, apartment investments and office-service investments, as well as implementation of short-term investment projects. As of the date of Prospectus creation, the Group of the Issuing Party is an owner or a perpetual user of grounds with a total area of about sq.m New products and services The Group of the Issuing Party has not introduced any now products and services in the period from 2006 to the date of the Prospectus approval, besides those described in p of the Registration Document Main markets and competition of the Issuing Party Market descriptions 1. Malls (hypermarkets and supermarkets). Significant changes on the Polish retail sales market have taken place in the last years. Since the beginning of the 1990s, supply of commercial area has increasd and in 2010 it covers an increasing number of international retail sales networks, along with commercial places of high standards. Foreign trade networks, investors and developers start their activity in Poland in order to access a new and less saturated market. According to this, foreign entities form a large part of owners of large area commercial centres. Despite increasing concentration of sales and increasing importance of modern network trade, the characteristic of the market still is a dominant role of shops with sale area less than 100 sq.m. The dominant role of small shops is still an evidence of the fact, that the majority of Poles still prefer doing shopping in local shops, Despite this fact, the expansion of large commercial networks goes on. The hypermarkets are located mostly in cities with the biggest number of citizens, while supermarket owners place their shops in middle-sized towns. First international supermarket networks started in Poland in the beginning of the 1990s. These were trademarks such, as Billa, Rema 1000 or Globi. In the middle of the previous decade, expansion of the biggest international hypermarket networks, such as Auchan, Carrefour, Geant, Real or Tesco, has started. In the 3 rd quarter of 2009 there were over 200 hypermarkets in Poland, located mostly in complex commercial centres along with a few thousands of supermarkets and food discounts. In the sector of large area food shops, the period of dynamic expansion is ending now. In the hypermarket sector, only foru huge players remained (Auchan, Carrefour, Real i Tesco). The main entities in th supermarket segment are Carrefour, Tesco and Kaufland as well as delicatessen Piotr i Paweł and Alma. In the discount segment, Lidl and Biedronka dominate. The supermarket networks start to verify their locations and formats missed investments will be closed and the new ones thoroughly studied and selected. In 2009, in the food sector, the objects of the Piotr i Paweł networks in Galeria Malta in Poznań, Carrefour in the Twierdza Kłodzko Centre and Alma in Renoma in Wrocław and in Cuprum Arena in Lubin have opened. Further development of food shops sector in Poland will be limited mainly to supermarkets and small local shops. Hypermarkets will be located in suburban centres and commercial parks. Rental fees for the area rented by hypermarkets have stabilised at the level of 6,5-8 euro/sq.m./m, and for the supermarkets euro/sq.m./m. Because of limited availability of area for large area food shops, no significant rental fee drops are predicted 1. 1 Marketbeat Polska Autumn 2009 Cushman & Wakefield 2009 Page 57

58 2. Commercial centres. In the first half of 2009, in Poland almost sq.m. of modern commercial area has been released, which equals to a 95% increase in comparison to the analogical period of The accumulation of supply is caused by entering delayed investments started in the previous years on the market. The biggest objects finished in the period of January-June 2009 are Galeria Malta in Poznań, Cuprum Arena in Lubin and Renoma in Wrocław. At the end of June, 2009, the reserves of modern commercial area in Poland totalled sq.m. This area included: commercial centres (72,5%), warehouses and commercial parks (19,2%), sales centres (0,9%) and other commercial objects (7,4%). The supply of modern commercial area in Poland is still concentrated in the eight biggest aglomerations (61,4%), however, each year brings an increase in the share of smaller cities (3 rd quarter of ,6%) 2. In 2008, a significant intensification of developers activity could be noted in the medium-sized cities, e.g. in Bydgoszcz, Białystok, Słupsk, Opole or Zielona Góra. In the four quarters of 2008, locations of this type were enriched with almost sq.m. of commercial area, i.e. almost three times as much as in the main regional cities. Such locations are more and more often chosen not only by Polish companies, but also by renown international trademarks, eg.: ZARA, H&M or C&A, which are eager to located their shops in high-quality objects 3. Despite the economic slowdown, there are still many businesses prepared to open new shops and the medium cities seem to a natural direction of their expansion. The favourable factor of medium cities are rental fees, which are lower than in the bigger cities 4. The global financial crisis verifies forecasts of future supply on the market of commercial real estates. An intensive construction activity can still be seen, as the decisions related to commercial objects constructed today have been made in the peak of economic trends. At the end of June 2009 ca. 1 mln sq.m. of modern commercial area was still being built, with the finish dates in the period of Almost 66% of objects being constructed is located in small and medium cities (eg. Focus Piotrków Trybunalski and Galeria Jurajska Częstochowa), but the investments are also performed in the biggest aglomerations (e.g. IKEA Port in Łódź, Bonarka City Center in Kraków). It will help to retain the yearly supply of modern commercial area in 2010 at the level of sq.m. However, construction works of some significant trade objects have been held (totalling ca. 280 tys. mkw.). At the date of the Issue Prospectus approval it is difficult to estimate, which of the planned objects will be implemented, which will be delayed and which of them will be cancelled. However, taking into account the specifics of investment processes on the real estate market, one can quite probably say that it is safe to assume a significant drop of yearly supply after Dynamic changes observed in the textile sector form trends within demand for the modern commercial area. On one hand, a few of the known networks are suffering from financial problems, they seek new sources of financing and modify existing development strategies. On the other hand, new market entries are observed along with an increased expansion of entities in this sector, struggling to take a dominant position within the market. Until now, it has not been reflected in an increased of empty buildings, which remain at a low level of 0-3,6%. However, the pheonomenon of secondary rental market in the commercial centres. The difference between a stipulated rental fee and real rental fee increases, as this increase is caused by the increase of prompts present in the full rental packages. The highest rental fees are at the main commercial streets, where they are the level of Euro/sq.m./month and in commercial centres, where they equal to Euro/sq.m./month. One can also see a strong diversification of rental fee in first and second category objects. Limited access to funding and conditions offered form the most important barrier for the development of rental market in Poland. Its development has been also negatively influenced by strong fluctuations of Euro currency rate related to PLN. Total rental costs increased even by 30-40%, because the contracts are signed in Euro and the payments are made in PLN, according to the valid rate on the date of invoicing. The commercial networks do not stay idle in this situation and they take different actions including bonifications and sales, in order to increase the turnover, through modifications of expansion strategies, shop sizes and offer types, up to renegotiations of rental conditions with the owners. A crisis is also the time of luxurious offers, fusions, overtakes and new entries. In the 2 nd quarter of 2009, the following phenomena could be seen: consolidation, searches for strategic investors, renegotiation of loan conditions with the banks, introduction of repair programs. One also has to note new entries (TK MAXX, S.Olivier, New Look, Peacock, Starbucks Coffee), expansion acceleration (Marks&Spencer) or creation of new concepts (Ann Christine New Yorker). The importance of prompts in the total rental conditions has increased. They are introduced more often than ever before and include: stepping rental fees, turnover rentals, rental holidays or participations in the arrangements of the place. The level of rental fee became an important, although not the only one factor in making a decision on renting a place. It it the total rental fee that matters, including expenses on the places arrangement, exploitation and marketing costs 5. 2 Marketbeat Polska Autumn 2009 Cushman & Wakefield Commercial Markets 2009 Knight Frank Commercial centres in medium-sized cities of Poland DTZ 1 st quarter of Marketbeat Polska Autumn 2009 Cushman & Wakefield 2009 Page 58

59 The level of initial monthly rental fees for the areas in commercial centres is still the highest in the case of so called prime units, namely 100 to 150 sq.m. and it is reached in Warsaw, where the rental fees are oscillating from 65 to 90 Euro/sq.m. The second place was taken by Kraków with slightly lower fees of Euro/sq.m. Trójmiasto, Poznań and Wrocław are regions, where the monthly rental fees for these area are oscillating in the range from about 40 Euro/sq.m. to 55 Euro/sq.m., whereas the lowest rental fees were recorded in Katowice, Szczecin and Łódź, where the renting party are about to pay from ca. 40 Euro/sq.m. to 50 Euro/sq.m. of a commercial area 6. Because of a sharp increase of saturation with commercial areas observed in the last years, the Issuing Party foresees that the most dynamic development of commercial centres will take place in small and medium-sized cities. Another factors that is faovurable for this tendency is lower cost of ground acquisition in comparison with the biggest agglomerations. 3. Office area market. Warsaw remains the most mature office area market in Poland, with reserves of modern office area for rent estimated to be about 2,43 mln sq.m. Among the regional markets (Kraków, Poznań, Wrocław, Trójmiasto and Katowice) Wrocław has becoe the leader for the first time, with its office area for rent having exceeded the level of sq.m., thanks to implementation in 2008 a record quantity of new supply (ove sq.m.). The second place, after the capital of the Lower Silesia, was taken by Kraków, with its supplies estimated as about sq.m., whereas Trójmiasto took the third place ( sq.m. of office area for rent). Katowice remain the smallest market with its supplies of over sq.m. of offices. In the entire year 2008, there have been about sq.m. of modern office area for rent implemented, where about 52% ( sq.m.) constituted by new supply for the Warsaw market. On 5 biggest regional markets the developers have released for use in the past 12 months some sq.m. of modern office area, almost twice as much as in Such a good result was possible thanks to implementation bigger investments, than it was in the previous years (eg. Bema Plaza in Wrocław). Besides the Warsaw market, where about sq.m. was created in 2009, the market in Kraków shows the most dynamic growth. It is estimated that in this town over sq.m. of modern offices are at different stages of construction. Much lower activity of developers is seen in other regional cities, where from abour sq.m. to sq.m. of office area was created. The dynamic development of some of the regional office area markets caused these cities to become the focus of attention of an increasing number of international developers. On the other hand, one can observe an ever stronger position of some selected local companies (eg. Grupa Buma in Kraków, Archicom in Wrocław or Allcon in Trójmiasto). As a consequence of turbulences on financial markets, which took place in the 2008 and 2009, start of implementation of new investments on the planning stage can be postponed due to a limited access to debt financing and an increased caution of developers when it comes to starting new investments. The demand observed in 2008 in Warsaw was high, comparable to the record year In the period of January-December 2008 rental contracts for more than sq.m. were signed in the capital, where over 60% of office area was rented as pre-lets, which was a result of diminished amount of area available in the existing buildings. In 2008, also some notable rental transactions were made by large entities, which decided to consolidate their activity in one location (eg. Pekao S.A. or TP S.A.). In some regional cities, the volume of signed rental contracts totalled almost sq.m., whereas Kraków and Wrocław were the most interesting for the renting parties (respectively, sq.m. and sq.m. of rented area). The demand was created mainly by companies offering professional services, finance and banking sector and the IT sector 7. After the slowdown, which took place in the 1 st quarter of 2009, the second quarter turned out to be more optimistic. Drops in rental fees and increases in prompts number resulted in a slight increase of volume of rental transactions. As a result, one can still observe a slight increase of the unrented area factor and further drops of rental fees. Still, the problems related to funding of new investment cause, that many of the investment projects have been held off. 8 The rental fees are similar in most of the regional cities and they are, on average, around Euro/sq.m., that is, thez are about 10% lower than in the 3 rd quarter of In case of buildings, the fees are even lower and they are about Euro/sq.m. The lowest fees were recorded in Łódź, Trójmiasto and Katowice. 9 The difficulty in obtaining bank loans and higher bank profits cause a sharp increase in expenses made on investments. Bank requirements regarding high levels of pre-rent before the construction of office buildings starts render 6 Commercial Market 2009 Knight Frank Marketbeat Polska Autumn 2009 Cushman & Wakefield Marketbeat Polska Autumn 2009 Cushman & Wakefield Office Area Market 3 rd quarter of 2009 Colliers International Poland Page 59

60 implementation of a large part of the investment impossible. On the other hand, there is too little own assets, the source of which could be sales of existing office buildings, if such sales transactions took place, of course. Thus, the plans of the developers require a constant revision. It is estimated, that only sq.m. has really bet release for use in the biggest Polish cities in 2009 (55% of the number already circulates on the market), and in 2010, probably only sq.m. will be delivered onto the market. Authors of the cited reports 10 estimate, that even lower number if new implementation will arrive on the market in 2011 about sq.m. a period of 24 months is usually the timeframe required for economic effects to be reflected in supply of the real estates. The authors note, that current declarations of the developers regarding the plans for the period a related to much higher values almost twice as much for the 2010 and almost six times as much for the The Authors think, that new supply of office areas will slow down until 2011 and they do not expect that the developers would start a lot of new investments, despite the economic growth predicted for 2010 and the expected financial unfreezing in The slowdown of supply is also an effect of stopping construction works of implemented office buildings. It is estimated that sq.m. of area is in that situation. Moreover, many objects in advanced planning stage will be shrunk, or divided into stage, and often the devlopers lean towards solutions, which are not capital-consuming. The year 2010 should be a year of favourable conditions for the renting parties. Such phenomena, as the growing subrental market (estimated in 2009 for sq.m. in Warsaw and sq.m. in Kraków), increasing availability of offices ( sq.m. in main Polish cities) and pressure leading to lower rental fees have made a permanent effect on the market reality. These tendencies are related to all Polish markets and some differentiation throughout Poland can be made. This situation will probably continue until The authors expect, that until that time, available area will be consumed by the market, and that, combined with reactivation of demand resulting from the economic growth should give the developers a signal for starting construction works for new investments. The period should thus bring a growthon the supply side of the office area market. The authors think that rental fees should respond to this situation even earlier. In an optimistic variant, transaction rental fees should stabilize in the half of 2010, and in 2011 small increase pressure on the rental fees may appear, not exceeding 3% y/y. This situation may happen in Warsaw and 2-3 other regional markets. Forecasts related to the level of rented office area in 2010 are very unsure. 4. Housing market. In the first half of 2009 the housing market in Poland showed little consumer activity, although apartment sales have increased, in comparison with results at the end of 2008, especially in the 2 nd quarter of Some markets in Poland have even recorded a two-digit increase in the number of locals sold. This result is not very optimistic, however, if we take into account the total data related to sales, which were few times worse than in the first half of 2008, especially in comparison with the same period of In the first half of 2009, drop of prices has made a contribution to the increase of demand, along with the possibility of price negotiations and interest in the government sponsored project of stimulation of the housing real estate market Rodzina na swoim on the side of buyers and developers, who started adjusting their prices to the prices of this program. The structure of demand has changed in favour of the cheaper apartmet. The program Rodzina na swoim cannot be seen as a panaceum for all problems of the market, however, since the real demand is still highly dependent on the possibility of obtaining a mortgage loan, expectation of the buyers and the general economical situation. Despite huge housing needs in Poland one has to expect, that in the mid-term perspective, the customers will still make their decision on real estate purchases very cautiously. In the 2 nd quarter of 2009 a correction of market price trends was seen tempo of price drops slowed down, and some markets have even recorded a slight increase of average nominal prices. The markets of the first wave of housing boom (Warsaw, Kraków and Wrocław) can expect a gradual swith to the path of prices increase and their further stabilistaion. The markets of the second wave (Trójmiasto, Łódź, Katowice, Poznań and other regional cities) are usually more prone to the effects of the crisis, but even in these cities first signs of prices increase could be seen. The significant changes leading to stabilisation in these markets should appear with some delay, though. One should not expect a sudden drop of prices of housing real estates, rather a stabilisation. The unsure mood holding on the market causes the prices of apartments to be still highly related to the future policy of banks within the field of funding and granting mortgage loans, to economic expectations of the customers and to the state of Polish economy in the face of the global economic crisis Investment transactions. The negative sequence of events observed in 2009 on the market of real estate is a consequence of serious turbulences in the financial sector. The crisis of global financial markets has not evaded Poland, especially the buyers, who participated in large extent in the bank funding, because costs of this funding has significantly increased, while the access to the funding remains very limited (especially for high ratios of the loan to the value of the real estate). As a consequence, the value of transactions made has drastically dropped, while still single transactions on the real estate market can be seen. One has to note, that Poland started to feel the effect of the global resession only after September/October of Despite the large 10 Forecast of development of office real estate in Poland: Back to the Future? Jones Lang LaSalle, Institute for Studies on Market Economy - August Marketbeat Polska Autumn 2009 Cushman & Wakefield 2009 Page 60

61 drop of turnover on the real estate market, capitalisation rates in the firest 8-9 months of 2008 have not undergone serios fluctuations. The situation dramatically changed after the fall of Lehman Brothers and the second wave of crisis on the financial markets. 12 According to the authors of the cited report, capitalisation rates for the best office real estates in 2009 equalled 7,25-7,50% and about 7,00% for the best commercial centres. The capitalistation rates have been decompressed due to the global economic slowdown, lower interest of the investors and low availability of bank funding. However, the authors of the report do not expect further decompression of the rates in the near future. Even higher capitalisation rates will not generate higher turnover on the market, since most of the real estate owners will probably not decide to sell their properties with a large correction of prices. The authors of the report predict and increase of transaction activity, drawing more capital searching the investment product and trying to use revisioned price expectations of some sellers, along with strong macroeconomic and demographic basis of Poland Sales structure Table: Sales structure by amount, divided into goods sales and products and services sales (in thousands of PLN). Details 1 st half of Goods sales Products and services sales Total Source: Issuing Party Goods sales include mainly sales of real estates, which are purchased by the Issuing Party on its own account and sells back to other buyers, or which are purchased on the account of the Issuing Party as parts of contracts signed with the ordering parties and which are sold back after implementation of agreed procedures, eg. administrative procedures. Products and services sales included mainy income from renting own real estates, including reinvoiced media costs, income from sales of commercial objects constructed on the order of third parties and reinvoiced costs of the construction works, paid by the Issuing Party. It is irrrelevant to look for regularities in the shaping of the aforementioned income sources, since it depends on individual aspects of the real estates, obtained orders and implementation of particular investments by the Issuing Party. Table: Sales income according to the activity segments (in thousands of PLN). Details 1 st half of Real estate rents Real estate sales Other TOTAL Source: Issuing Party The Issuing Party systematically increases its sales income, both on the level of one-time transactions and of the long-term rental income. Table: Sales structure (by amount) including key customers (in thousands of PLN). Operator 1 st half of Carrefour Polska Sp. z o.o Leroy Merlin Inwestycje Sp. z o.o Cap Wroc Log Sp. z o.o Jeronimo Martins Dystrybucja Abercromby Sp. z o.o Makro Cash and Carry Renting Parties of Galeria Piastów in Legnica Forecast of development of office real estate in Poland: Back to the Future? Jones Lang LaSalle, Institute for Studies on Market Economy - August 2009 Page 61

62 Renting Parties of Galeria Twierdza Kłodzko Others TOTAL Source: The Issuing Party The leading customer of the Issuing Party is the Carrefour Group, which has already cooperated with the Issuing Party for a few years. Table: Sales Structure (by amount) in a geographical setting (in thousands of PLN). Location 1 st half of Białystok Brzeg Grudziądz Jastrzębie Zdrój Katowice Kłodzko Legnica Opole Sandomierz Szczecin Tarnowskie Góry Wrocław Zamość Zgorzelec Other TOTAL Source: The Issuing Party Until now, main areas in which the Issuing Party has finished its investments and obtained income by their virtue, is southern and western Poland. However, the Issuing Party implements many investments in other parts of the country and is not dependent, as far as its income is concerned, to a specific region Competition The field of business activity of the Group of the Issuing Party is very profitable. This fact causes many companies to perform or to intend to expand its activities by the field, in which the Issuing Party Group acts. However, the core of the competition is composed of companies present in this field for many years, and have well located investments on the domestic market. The competition companies, in relation to the activity of the Issuing Party Group, include (among others): 1. Parkridge Holdings Ltd. British development group with international reach, specialising in investing in commercial, office and warehouse centres. This holding is represented on the Polish market by the entities like Parkridge CE Developement Limited Sp. z o.o. and Parkridge Retail Developement Sp. z o.o. 2. Polimeni International LLC American development group investing in commercial centres. It is present in Poland by the Polimeni International Sp. z o.o. 3. Raiffeisen Evolution GmbH a company of the Raiffesen group, specialised in development activity located in the Central-Eastern Europe. The company implements in Poland a network of FERIO commercial centres (locations: Legnica, Puławy, Konin), which are designed as family commercial-service centres predicted for small and mediumsized cities. 4. Quinlan Private Golub Sp. z o.o. international investment-development group, acting within Central Europe. 5. Mayland International Ltd. international development group specialised in commercial investments (commercial centres and galleries). 6. Womak Sp. z o.o. investor group implementing investments within the commercial real estate market. This Group has implemented three investment projects (Poznań, Lublin, Wrocław). Page 62

63 7. Gray International Ltd. development company implementing investments in Lublin. Except for the development activity, Gray International offers advisory, architectural and renting agent services. 8. Caelum Developement Sp. z o.o. Polish development company founded by an Irish investor (Capital Parterns). This company specialises in investment and development activity. It has aforementioned commercial objects in its portfolio, located mainly in medium-sized cities. This comapny also has objects on the territories of Germany, Hungary and Romania. 9. Echo Investment S.A. the basic activity subject of this company are services related to ground real estates and activities on the housing construction market and on the commercial-industrial construction market. 10. Plaza Centers Poland Sp. z o.o.. a company belonging to an international group of developers of commercialentertainment centres. The Group acts on the markets of Central Europe, Central-Southern Europe and in India. 11. GTC S.A. this company performs its activity in the real estate market. The areas of the market, where the company has focused its activity are commercial construction (office centres, commercial centres, etc.), housing construction, as well as sales and rents of locals. This company operates on the domestic market and on the foreign market. 12. Pa Nova S.A. offers services of a complex implementation of construction investments throughout the country. Commercial objects, petrol stations, industrial objects and public facilities are the main implementation objects of the company. 13. Property Group S.A. the company and its units perform activity in the field of real estate management, investments and assets management in the Central-Eastern Europe. 14. LC Corp S.A. a holding controlling a group of companies: Arkady Wrocławskie S.A. and Wrocław Nieruchomości Sp. z o.o., Warszawa Nieruchomości Sp. z o.o., theor basic subject of activity is development activity, namely, purchases of real estates and constructions of buildings designed for housing, offices, commerce or services, and then sales and rents of area located within this objects. 15. Dom Development S.A. the main activity subject of this company is activity within housing construction market. The company implements its actions on the domestic market only, especially in the region of Warsaw, focusing on enhanced standard apartments. 16. J.W. Construction Holding S.A. Polish holding specialising in housing development activity, mainly in the biggest Polish cities. It focuses on the popular segment. 17. Polnord S.A. Polish holding performing development and construction activities on the territory of Poland and Russia. Large commercial networks acting on the market also form a competition in the range presented below,: Tesco Sp. z o.o., Auchan Sp. z o.o., Metro Group Asset Services OBI Sp. z o.o., Castorama Polska Sp. z o.o., Sp. z o.o., Real Sp. z o.o., Lidl Sp. z o.o. Aldi Sp. z o.o., These companies act through their own expansion departments, acquiring locations for their future commercial objects. Their efficiency is limited, however, because of a time-consuming process of decision making, resulting from a complex organisational structure. The Group of the Issuing Party has already overtaken real estates in its history, which were partially purchased by one of the aforementioned competition companies. Then, the Group has finished ground merger on its own, along with obtaining all administrative agreemnts and implementation of the investment. In the described case, Metro AG corporation was one of the sellers, who sold this investment after over 3 years of ground merging process and obtaining agreemnts, to the Group of the Issuing Party. The above summary does not include all companies performing a competition activity against the Group of the Issuing Party. This group includes companies of a whole country scale, regional scale and local contracting-construction companies. The Group of the Issuing Party does not exclude the possibility of new companies entering the market, which perform activities, which may form a competition against the Group of the Issuing Party Influence of extraordinary factors From the beginning of 2006 to the date of Prospectus approval, the activity of the Group of the Issuing Party has not been influenced by any extraordinary factors Dependence of the Issuing Party on patents or licenses, industrial, commercial of financial contracts or on new production processes Commercial contracts Within the normal mode of activity, the Issuing Party and the Companies from its Group have signed contracts with the general contractors and deginers, as well as ground purchase contracts. As of the date of Prospectus approval, the total value of contracts signed by these entities with: General contractors totals PLN, Designers PLN. Within the normal mode of activity, the Issuing Party and the Companies from its Group have signed pre-initial contracts for ground purchase of the value of over PLN. Page 63

64 The Issuing Party is not dependent on commercial contracts within its business activities. Rank Progress S.A. Issue Prospectus Additionally, the Issuing Party has listed descriptions of significant commercial contracts below, i.e. contracts, which do exceed 10% of the own capital of the Issuing Party. 1. Contract signed between E.F Progress I Sp. z o.o., and P.B Cezbed Sp. z o.o. on the General Contractor of Investment within Implementation of the Galeria Tęcza commercial-serice Centre in Kalisz. The contract signed between E.F Progress I Sp. z o.o. and P.B Cezbed Sp. z o.o. on the General Contractor of Investment within Implementation of the Galeria Tęcza commercial-service Centre in Kalisz. On October 28 th, 2009, Cezbed Sp. z o.o. has signed with the E.F. Progress I Company (100% of shares held by the Issuing Party), a contract on general contractor of the Galeria Tęcza commercial-service Centre in Kalisz. The value of the contract totals PLN net. According to the contract, the object has to be constructed in the period from November 4 th, 2009 to March 15 th, 2011 when the reception procedure is about to start, whereas finish of the construction works allowing works of Renting Party to be performed, including supply zone, will take place no later then on December 15 th, 2010 and the contraction of the external road layout no later than on March 15 th, As a guarantee of good quality of the contraction, the Ordering Party holds 10% (net) of the contractor s salary as a bail. There is an option of exchanging 5% of the reserves bail for a bank guarantee equal to 5% of the net salary of th econtractor for the warranty period, and after 5 years the bail is lowered to an amount equal to 5% of the roof works. The Contractor has given warranty to the Ordering Party for the faults of the contract subject for a period of 5 years, with equpiment and materials used for construction were granted a warranty for the same period as was granted by their manufacturer, but not less than 2 years. The warranty period starts on the day of fault-free, final reception. For delays in works exceeded the key deadlines for the object, the Contractor will pay the Ordering Party a stipulated penalty equal to 0,5% of the total net salary for each day of the delay, with the possibility of returning these penalties on the request of the Contractor, if further works are performed according to the schedule and the delay in contract implementation will be fully reversed and if it does not influence other key deadlines; if the delay has not been reversed, the Contractor will pay the Ordering Party an additional stipulated penalty equal to 0,5% of the total salary net for each day of the delay in execution of the contract subject. Both parties have agreed that the amount of stipulated penalties cannot exceed 10% of the total net salary, however, after May 30 th, 2010, if the object implementation deadline is exceeded, the the amount of stipulated penalties cannot exceed 20% of the total salary. Both parties have reserved the right to claim reparations exceeding the amount of stipulated penalties, on general rules. For a cessation of the contracts because for reasons, for which the Contractor is responsible, it will pay the Ordering Party a stipulated penalty equal to 10% of its net salary. The the cessation was caused by reasons, for which the Ordering Party is responsible, it will pay the Contractor a stipulated penalty equal to 10% of the total net salary. 2. Contract on Jogra 2 Sp. z o.o. Company Shares sale On May 15 th, 2007, as an execution of an investment contract signed on January 23 rd, 2007 (with annexes) and of a resolution of Extraordinary Shareholders Assembly of JOGRA 2 Sp. z o.o. on May 15 th, 2007, the Issuing Party has obtained shares of JOGRA 2 Sp. z o.o. ( Company ), which were obliged to be covered with a non-monetary contribution, namely, a right of perpetual use of a real estate located in Wrocław, with an area of sq.m. and an ownership right to buildings, facilities and equipment located there, forming a separate real estate ( Real Estate ). Jogra 2 Sp. z o.o. has taken all obligations secured on the Real Estate together with the transfer of said contribution, resulting from the contract on investment loan signed by the Issuing Party and Banki Zachodni WBK S.A. located in Wrocław, signed on November 17 th, 2006 and from the contract on a current loan signed by the Issuing Party and the Bank Zachodni WBK S.A. located in Wrocław, signed on January 24 th, The total value of transferred obligations equalled PLN. As a result of this actions, the Issuing Party held 99,40% of the Company s shares. On the same day, i.e. May 15 th, 2007, the Issuing Party has signed a pre-initial contract on sales of Company s shares with Rathburn Holdings B.V. located in Utrecht, the Netherlands ( Buyer ). According to the said contract, the Issuing Party has obliged to sell to the Buyer, and the Buyer to purchase from the Issuing Party 99,4% of shares in the Company, with the said shares to be created when the increase of Company capital would be registered in the business entity register, performed due to a resolution made by the Extraordinary Shareholders Assembly on May 15 th, 2007, without any duties, Page 64

65 under the condition of registering the aforementioned increase of Company capital in the business entity register maintained for the Company, no later than on May 31 st, The first part of the price, according to the pre-initial sale contract, was about to total PLN. Additionally, according to the pre-initial sale contract, the price of share purchase by the Buyer will be increased by the amount of PLN under the condition, that a local spatial development plan will come into effect before April 16 th, 2010, covering the Real Estate being a contribution to the Company and which will be concordant with the agreements of the shares sale contract, described below. On May 30 th, 2007, the Issuing Party and the Buyer have signed a contract for sale of 99,4% of the Company s shares. On the basis of the said contract, the Buyer paid the Issuing Party PLN for the said shares. Besides, the Parties have agreed that this price may be increased by PLN (the Second Tranche), usign rules and conditions described in the pre-initial sale contract described above. In order to secure claims of the Issuing Party to the payment of the Second Tranche, the Company JOGRA 2 Sp. z o.o. has created a bail mortgage on the Real Estate for the Issuing Party, for the amount of up to PLN. Besides, on , the Buyer has subjected itself to an execution on the behalf of an authenticated deed, to the Issuing Party, regarding the obligation of Second Tranche payment through the powers of art p. 5 c.l.c., whereas the collector (i.e. the Issuing Party) may claim to grant the authenticated deed with an execution clause, effective on May 16 th, Local plan of spatial development went into effect on July 2 nd, Because of this fact, the Issuing Party ordered the Buyer to execute payment of the Second Tranche, however, at the date of Prospectus approval, the Buyer refuses to execute the payment. Currently, the Issuing Party holds negotiations with the Buyer in order to reach an arbitrary end of the dispute. If the said end is not reached, however, the Issuing Party intends to execute its rights which will allow to satisfy its clais, i.e., e.g. from the mortgage created on the real estate and from the authenticated deed, in which the Buyer submitted to a free-willed execution of the obligation of Second Tranche Payment to the Issuing Party. In addition, the Issuing Party remains in dispute with the Jogra 2 Sp. z o.o. company, which is described in p of the Registation Document. 3. Cooperation contract on the implementation of a commercial-service object in Zamość. The Issuing Party has signed a cooperation contract with JA-WA Morgaś, Ostasz Spółka Jawna located in Zamość ( Partner ) on January 27 th, The said contract was signed in order to define rules of joint implementation of the economic goal, namely management of the real estates located in Zamość, at Kilińskiego and Przemysłowa streets construction of a commercial object with the area of about 35 thousands of square meters ( Object ). Within the contract, the Issuing Party has obliged to purchase a number of real estates located in Zamość, also belonging to the Partner, and then to build the Object there. Additionally, after having a legally effective permission for the use of constructed Object obtained, the Issuing Party has obliged to transfer 30% of shares of the Company onto the Partner or to pay the Partner it is entitled to, i.e. an amount equal to 30% of the market price of the Object, minus all expenses of the Issuing Party related to the investment. As of now, the Issuing Party has managed to execute purchases of the real estates necessary to implement the Commercial Centre and succesfully brought them to the dependent company - E.F. Progress III Sp. z o.o., whereas this company will implement the said investment. Additionally, on August 25 th, 2008 a l.s.d.p for the said real estates has been accepted and became effective, which allows the Commercial Centre to be created. As of the date of Prospectus approval, E.F. Progress III prepares for submission of an application for permission to start the construction works of the Object, which will be lodged in at the beginning of the 2 nd quarter of 2010, as the Issuing Party predicts, thus the decsion on permission for the construction works should be reached at the break of 2 nd and 3 rd quarters of In the opinion of the Board of the Issuing Party, the value of the contract cannot exceed 10% of the own capital of the Issuing Party Leasing contracts As of the date of Prospectus approval, the Issuing Party is a party in 17 leasing contracts (current leasing), and these contracts are related to cars used by the Partnership and to heavy construction equipment. Currently, the E.F. Progress V Sp. z o.o. company is a party of two leasing contracts. As of the date of Prospectus approval, none of the other companies of the Group of the Issuing Party is a party in any leasing contract. Page 65

66 The Issuing Party is not dependent on leasing contracts within its business activity Industrial contracts and new production processes The Issuing Party is not a party of any industrial contracts or contracts on new production processes, related to the scope of its business activity, thus it does not depend on any of such contracts Financial contracts The Issuing Party does not depend on any financial contracts within the scope of its business activity Patents or licences The Issuing Party does not hold any patents. The Issuing Party has licences listed in p. 11 of the Registration Document Research and development, patents and licences - Part III of the Prospectus. However, no licence held by the Issuing Party plays a significant role in the activity of the Issuing Party. The Issuing Party does not depend on patents or licences Declaration of the Issuing Party on its competition position Significant elements of competitional advantage of the Group of the Issuing Party listed in p Registration Document, are as follows: Market niche uptown galleries and commercial parks implemented in small and medium-sized cities. The local markets have been so far avoided by the competition, which was focused on large agglomerations. The Group of the Issuing Party has a solid position on local markets, which provides it with a permanent competitional advantage. Local markets form the most attractive development for commercial projects, as the density of commercial areas in large cities increases, along with the wealth level of the society, Very good relations with many operators (renting parties) of the most important, the biggest and/or the most profitable areas, effective analytic and decision-making process, lasting depending on the real estate type from 5 to 30 days, long-time experience in implementation of investment and development projects in the field of real estates, strategic partnership with Carrefour a close and long-term cooperation with second (as far as turnover rates are concerned) food-related group in the world guarantees success of project implementation because of the guarantees of a long-term rent, solid relations with business partners (e.g. Carrefour, Jeronimo Marins Distribution, Helical, Parkridge, Leroy Merlyn, Grupa Metro, Ernst & Young, OBI), specialised and experienced managerial staff in the field of design and supervision of investment and construction projects, cooperation with renown companies during implementation of each stage of the investment. 7. Organisational structure 7.1. Short description of the Group of the Issuing Party Neither the Issuing Party nor the Capital Group of the Issuing Party is not a part of any other capital group. The Issuing Party is a dominating partner for other companies. The dependent companies of Rank Progress S.A. are as follows: HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o., KMM Sp. z o.o. w likwidacji (in liquidation), E.F. Progress I Sp. z o.o., E.F. Progress II Sp. z o.o., E.F. Progress III Sp. z o.o., E.F. Progress IV Sp. z o.o. (for this company, a bankruptcy application has been lodged in on August 14, 2009 with an agreement option), E.F. Progress V Sp. z o.o., E.F. Progress VI Sp. z o.o., E.F. Progress VII Sp. z o.o., Rank Prosper Skarżysko Kamienna Sp. z o.o. and Colin Holdings Limited located in Nicosia, Cyprus. The Partnership owns 100% of shares and votes of the general assemblies of the aforementioned companies. Also, Rank Müller Jelenia Góra Sp. z o.o. is an entity related to the dependent company - E.F. Progress II Sp. z o.o., where E.F. Progress II Sp. z o.o. holds 54% of shares and 50% of votes in the general assembly. Structure of the Capital Group of the Issuing Party Page 66

67 Source: Issuing Party 7.2. List of significant dependent entities of the Issuing Party Table: List of significant dependent entities of the Issuing Party N o Entity name Location HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. KMM Sp. z o.o. w likwidacji (in liquidation) % of shares held by the Partnership % of votes in the Shareholders General Assembly Legnica 100% 100% Zamość 100% 100% 3. E.F. Progress I Sp. z o.o. Legnica 100% 100% 4. E.F. Progress II Sp. z o.o. Legnica 100% 100% 5. E.F. Progress III Sp. z o.o. Legnica 100% 100% 6. E.F. Progress IV Sp. z o.o. Legnica 100% 100% 7. E.F. Progress V Sp. z o.o. Legnica 100% 100% 8. E.F. Progress VI Sp. z o.o. Legnica 100% 100% 9. E.F. Progress VII Sp. z o.o. Legnica 100% 100% 10. Rank Prosper Skarżysko Kamienna Sp. zo.o. Legnica 100% 100% 11. Colin Holdings Limited Nikozja, Cypr 100% 100% 12. Rank Müller Jelenia Góra Sp. z o.o.* Jelenia Góra 54% 50% Source: Issuing Party *) Rank Müller Jelenia Góra Sp. z o.o. is an entity related to the dependent company - E.F. Progress II Sp. z o.o., which holds 54% of shares and 50% of votes in its general assembly. 8. Fixed assets Page 67