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) [email protected] 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: ( ) [email protected] 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 [email protected] 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) [email protected] 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) [email protected] 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

68 8.1. Existing or planned, significant, tangible fixed assets, including rented real estates and debts created on these assets For the needs of this point, the Issuing Party treats all assets listed in the consolidated financial report in the entries: real estates and other fixed assets as tangible fixed assets. The table below lists tangible fixed assets owned by the Group of the Issuing Party. Table: Tangible fixed assets of the Group of the Issuing Party as of the date of Prospectus approval Ownership structure of fixed assets Ownership form Net value as of the date of Prospectus approval (in thousands of PLN) With own ground or in perpetual use Real estates In leasing 0 Total Owned 313 Technical devices and equipment In leasing 279 Total 592 Owned 27 Transportation means In leasing 947 Total 974 Owned 118 Other fixed assets In leasing 0 Total 118 Owned TOTAL In leasing Total Source: Issuing Party The dominating part of tangible fixed assets are real estates, which together form over 99% of the total value. The value of real estates owned by the Group of the Issuing Party is presented in Appendix 8 to the Prospectus, where summaries of estimated operates, which defined the market value of particular real estates, are presented. The highest value real estate is Galeria Piastów located in Legnica, at ul. Najświętszej Marii Panny 6 and 20A and Św. Piotra 11, with a market value of Euro, according to the estimation as of October 12 th, Galeria Piastów is an uptown commercial gallery containing four buildings with a total used area of sq.m., rented commercial area of sq.m. and used apartment area of sq.m. As of the date of Prospectus approval, 92% of rental area is rented. The Rank Progress S.A. Partnership is the owner of the gallery s buildings and the perpetual user of the ground, on which these buildings are located. Also, Twierdza Commercial Centre in Kłodzko, located at ul. Noworudzka 2, is a real estate of a significant value, with its market value equal to Euro according to the estimation as of October 13 th, The real estate of the centre consists of two adjacent, one-floor (two-floor at some points) buildings with a total area of sq.m. and a rental area of sq.m. As of the date of Prospectus approval, almost 98% of rental area is rented. Other significant real estates owned and included in tangible fixed assets by the Group of the Issuing Party are as follows: A real estate in Zamość at ul. Kilińskiego / Przemysłowa with a market value of PLN according to estimation as of October 26 th, The area of the real estate is sq.m. and it is designed for the construction of Twierdza Zamojska Commercial Centre in the plans of the Group of the Issuing Party, A real estate in Opole-Turawa, Zawada with a market value of PLN according to estimation as of June 30 th, The area of the real estate is sq.m. Page 68

69 A real estate in Kłodzko, at ul. Noworudzka, with a market value of PLN as of October 12 th, The area of the real estate is sq.m. and it is designed for the construction of the Twierdza II Commercial Park in Kłodzko in the plans of the Group of the Issuing Party Significant real estates owned and rented. Table: Summary of significant real estates of the Issuing Group as of Real estate designation, N o Location Street area (ha), legal title and MR Usage Obciążenia 1 Legnica - Galeria Piastów I NMPanny Real estate N o 243, 836/1 area of 0,3033, legal title: perpetual use and MR number LE1L/ /0 Real estate N o 812, 813 area of 0,1339, legal title: perpetual use and MR number LE1L/ /2 Galeria Piastów I Commercial Centre Total normal stipulated mortgage of EUR, total bail stipulated mortgage of EUR, total normal stipulated mortgage of PLN, total bail stipulated mortgage of PLN, total normal stipulated mortgage of EUR, total bail stipulated mortgage of PLN, total bail stipulated mortgage of PLN. All mortgages created for Bank Zachodni WBK S.A. Grodzka Real estate N o 837 area of 0,2497, legal title: ownership and a MR number LE1L/ /1 Total bail stipulated mortgage of PLN, total bail stipulated mortgage of PLN. All mortgages created for Bank Zachodni WBK S.A. 2 Legnica - Galeria Piastów II Grodzka Real estate No 789/1 area of 0,5365, legal title: ownership and MR number LE1L/ /3 Galeria Piastów II Commercial Centre (object N o 1 and N o 2) Total normal stipulated mortgage of EUR, total bail stipulated mortgage of EUR, total normal stipulated mortgage of EUR, total bail stipulated mortgage of PLN, total bail stipulated mortgage of PLN. All mortgages created for Bank Zachodni WBK S.A. Środkowa Real estate N o 851/3 area of 0,0909, legal title: perpetual use and MR number LE1L/ /2 None N. M. Panny N o 18 Real estate N o 296/1 area of 0,2213, legal title: ownership and MR number LE1L/ /2 Galeria Piastów II Commercial Centre (object N o 3) Total bail stipulated mortgage of PLN, total bail stipulated mortgage of PLN. All mortgages created for Bank Zachodni WBK S.A. 3 Legnica - Browar Witelona N o 6-8 Real estate N o 361 area of 0,8601 legal title: perpetual use and MR number LE1L/ /1 Former brewery in Legnica, planned office-apartment investment Total bail stipulated mortgage of PLN as a security for debtors claims 4 Legnica - Fortepiany Senatorska N o 21 Real estates N o N o 594/5, 594/6, 594/7, 594/8 area of 1,0797 legal title: Parcel housed with former piano factory Total bail stipulated mortgage of PLN as a security of debtors claims Page 69

70 perpetual use and MR number LE1L/ /1 5 Legnica - Kamienica Złotoryjska 63 Real estates N o N o 338/1, 338/2 area of 1,1076, legal title: perpetual use and MR number LE1L/ /8 Office building office of the Issuing Party Total bail stipulated mortgage of PLN as a security of debtors claims Real estates N o N o 6/2, 6/3, 6/4, 6/5 i 6/6 area of 3,6688, legal title: ownership and MR number SW1K/ /1 6 Kłodzko Noworudzka 2 Real estate N o 5/2 area of 0,5345, legal title: ownership and MR number SW1K/ /6 Real estates N o N o 5/3, 5/4 area of 3,1061, legal title: ownership and MR number SW1K/ /5 Real estate N o 3/3 area of 0,5126, legal title: perpetual use and MR number of SW1K/ /3 Twierdza Commercial Centre Total bail stipulated mortgage of ,02 EUR, total bail stipulated mortgage EUR, total normal stipulated mortgage of ,12 PLN, total bail stipulated mortgage of PLN. All mortgages are created for Bank Zachodni WBK S.A. 7 Kłodzko Noworudzka Real estates N o 3/4, 3/5 area of 1,8350, legal title: ownership and MR number SW1K/ /1 Real estate N o 3/2 area of 2,0011, legal title: ownership and MR number SW1K/ /1 Construction works of Twierdza II Commercial Park are performed on the Real Estate None None 8 Zamość Kilińskiego/ Przemysłowa Real estates N o 38/2, 38/3, 38/4 area of 0,7518 legal title: perpetual use and MR number ZA1Z/ /0 Real estate designed for construction of Twierdza Zamojska commercial centre Normal obligatory mortgage of PLN, normal obligatory mortgage of PLN, bail obligatory mortgage of PLN and bail obligatory mortgage of 27 Page 70

71 Real estates N o 40/5, 40/6 area of 0,1634 legal title: perpetual use and MR number ZA1Z/ /5 000 PLN. All mortgages are created for the City of Zamość. Real estate 38/25 area of 0,2586 legal title: perpetual use and MR number ZA1Z/ /7 Real estate 38/14 area of 0,1141, legal title: perpetual use and MR number ZA1Z/ /5 Real estate N o 38/22, 40/4 area of 2,7851, legal title: perpetual use and MR number ZA1Z/ /0 Real estate N o 38/8 area of 0,1251, legal title: ownership and MR number ZA1Z/ /7 Real estates N o 38/18, 38/21, 38/23 area of 1,8127, legal title: perpetual use and MR number ZA1Z/ /6 Real estates N o 38/11, 38/12, 38/13 area of 0,2591, legal title: perpetual use and MR number ZA1Z/ /9 Real estates N o 38/9, 38/10 area of 0,2052, legal title: perpetual use and MR number ZA1Z/ /1 Real estates N o 38/7, 38/20, 38/24, 38/27, 38/29, 38/30 area of 0,5934, legal title: ownership and MR number ZA1Z/ /0 Real estate N o 39/1 area of 0,3005, legal title: ownership and MR number ZA1Z/ /1 9 Dąbrowa Górnicza Graniczna/Al. Zagłębia Dąbrowskiego Real estates N o N o 5/2, 11/15, 13/1, 14/2, 8/2, 17/2, 4/1, 4/3, 11/27, 15/4, 16/2, 20/9, 20/11 area of 0,9600, legal title: ownership and MR number KA1D/ /6 Real estate designed for construction of a commercial centre Bail stipulated mortgage of up to PLN created for PKO BP S.A. Total bail stipulated mortgage of up to PLN created for PKO BP S.A. 10 Zgorzelec Łagów Real estate N o 499/10 area of 0,5959, legal title: ownership and MR number JG1Z/ /4 None Page 71

72 Real estate N o 499/11 area of 0,0070, legal title: ownership and MR number JG1Z/ /4 Real estate N o 506/6 area of 0,0926, legal title: ownership and MR number JG1Z/ /3 Real estate N o 506/15, 506/16 and 506/5 area of 0,4983, legal title: ownership and MR number JG1Z/ /3 11 Zgorzelec Łagów Real estate N o 516 area of 0,6285, legal title: ownership and MR number JG1Z/ /5 None 12 Zgorzelec Łagów Real estate N o 630, 632, 632 area of 2,6229, legal title: ownership and MR number JG1Z/ /9 None 13 Legnica - Piekary Osiedle Al. Piłsudskiego / Jaskółcza Real estate N o 154 area of 1,8600, legal title: ownership and MR number LE1L/ /6 Bail stipulated mortgage of PLN created for PSS Społem in Kalisz. 14 Legnica - Piekary Osiedle Al. Piłsudskiego / Jaskółcza Real estate N o 157 area of 0,5100, legal title: ownership and MR number LE1L/ /7 Bail stipulated mortgage of PLN created for PSS Społem in Kalisz. 15 Jelenia Góra Grodzka - Jasna Real estate N o 17/33 area of 0,2984, legal title: perpetual use and MR nuber JG1J/ /0 Construction works of Pasaż Grodzki commercial gallery are underway on the real estate Right to purchase the real estate by the municipality of Jelenia Góra within 5 yeats if the housing deadline is exceeded. Mortgages: none. Real estates N o 14, 25/3, 31/2, 32/2 are of 0,4028, legal title: ownership and MR number Skarżysko - Kamienna Paryska Real estate N o 18/3 Area of 0,1454, legal title: ownership and MR number None Participation 2/4 in real estate N o 26 i 27 total area of 0,4581, legal title: coownership and MR number 5209 Page 72

73 Real estate N o 10/9 area of 0,0698, legal title: ownership and MR number 2420 Real estate N o 29/5 area of 0,4224, legal title: ownership and MR number 1217 Skarżysko- Kamienna Skarżysko- Kamienna Real estate N o 44 area of 0,3045, legal title: ownership and MR number Real estate N o 23/4 area of 0,4083, legal title: ownership and MR number 2804 Real estate N o 571/4 area of 3,3346, legal title: ownership and MR number SZ1T/ /2 Total normal stipulated mortgage of PLN, total normal stipulated mortgage of ,50 PLN and total normal stipulated mortgage of ,50 PLN created for the sellers of the real estate. 17 Stargard Szczeciński Lipnik Real estate N o 571/13 area of 1,4961, legal title: ownership and MR number SZ1T/ /1 Total normal stipulated mortgage of PLN, total normal stipulated mortgage of ,50 PLN and total normal stipulated mortgage of ,50 PLN created for the sellers of the real estate. Real estate N o 571/12 area of 0,4801, legal title: ownership and MR number SZ1T/ /4 Normal stipulated mortgage of PLN created for the seller of the real estate Real estate N o 253/3 area of 0,2580, legal title: ownership and MR number OP1O/ /2 18 Opole - Turawa Zawada Real estate N o 566/3 area of 2,3249, legal title: ownership and MR number OP1O/ /2 Bail stipulated mortgage of up to PLN created for Erbud S.A. Real estate N o 569/3 area of 2,0650, legal title: ownership and MR number OP1O/ /2 19 Kalisz Nowy Rynek Real estates N o 122 i 123 total area of 0,6488: ownership and MR number KZ1A/ /7 Construction of Tęcza Commercial Gallery has started. None. 20 Kalisz 3-Maja, Nowy Rynek, Babina Real assets N o 26/2 area of 0,2760, legal form: ownership and MR number KZ1A/ /3 The construction of Galeria Tęcza commercial gallery has started Normal stipulated mortgage of created for PSS Społem in Kalisz. Page 73

74 Source: Issuing Party The Issuing Party predicts, that due to the securities created, the risk of tangible fixed assets loss is evaluated as small Other significant tangible fixed assets Except for the real estates, the value of other tangible fixed assets totalls PLN. In the case of technical devices and eqiupment, the Group of the Issuing Party owned the following significat assets: Smoke exhaust system with an account value of PLN purchased by own assets. Hydraulic jack Niftylift Nifty 170 with an account value of PLN financed by leasing granted by the BZ WBK Leasing S.A. Multimedial LED display with lighting and sound system with an account value of PLN financed by leasing granted by the BZ WBK Finance & Leasing S.A. The aforementioned fixed assets remain a property of leasing-granting party until they are purchased by the Group of the Issuing Party. The transportation means are used by the Group of the Issuing Party as company cars for the management and specialists. Within the field of transportation means, the Group of the Issuing Party owned 26 cars. The significant positions are: Mercedes CL 63 with an account value of PLN, financed by leasing granted by BZ WBK Leasing S.A., Bentley Continental GT with an account value of PLN, financed by leasing granted by BZ WBK Leasing S.A., Mercedes CLS 320 with an account value of PLN financed by leasing granted by Mercedes Benz Leasing Polska Sp. z o.o., The aforementioned cars remain a propertz of leasing-granting party until they are purchased by the Group of the Issuing Party Planned acquisition of tangible fixed assets of the Issuing Party In the period from the date of Issue Prospectus approval to 2012, the Group of the Issuing Party plans to execute some expenses on fixed assets, totalling 500,1 mln PLN, including 23,6 mln PLN designed for ground purchases. A detailed plan of expenses related to significant fixed assets is presented in the table below. Table: Expenses on purchases of significant fixed assets in the period of (data in thousands of PLN) Investment Investment Investment expenses Project name expenses (excluding expenses on total grounds) grounds Twierdza Zamojska commercial centre in Zamość "Galeria Tęcza" commercial gallery in Kalisz "Pasaż Grodzki" commercial gallery in Jelenia Góra Galeria Świdnicka commercial gallery in Świdnica Jarosław commercial centre Krosno commercial centre "Twierdza II" commercial park in Kłodzko TOTAL Source: Issuing Party 8.2. Issues related to environmental protection According to the knowledge of the Board, currently no issues and requirements related to environmental protection exist, which could influence parts of tangible fixed assets used by the Partnership. The Issuing Party is not obliged to obtain permisions for using the environment or to be subjected to payments on this behalf. 9. Review of the operational and financial situation The review of the financial situation of the Capital Group has been performed on the basis of studied historical financial information of the Capital Group Rank Progress S.A. for the years of , prepared according to International Standards of Financial Reporting, and mid-year financial information of the Capital Group Rank Progress S.A. for the period from January 1 st, 2009 to June 30 th, 2009, containing comparable financial data for the period from January 1 st, 2008 to June 30 th, 2008, prepared according to International Standards of Financial Reporting. Page 74

75 9.1. Financial situation Three areas are the subject of financial analysis: financial results, profitability and viability Financial results Table. Financial results (in thousands of PLN). Details 1 st half of st half of Sales result Current activity reult + depreciation (EBITDA) Current activity result (EBIT) Result gross Result net Source: Issuing Party Financial results of the Capital Group of the Issuing Party within the timeframe of st half of 2009 show large variability. These variations result from the nature of activity of the Group. The financial results are strongly influenced by overestimations resulted from the update of real estate investment evaluations related to fair value. The net result of PLN in 2006 was mainly influenced by overestimation to the fair value of Galeria Piastów in Legnica. The total influence of estimation update on the account of profits and losses totalled PLN in 2006, without the effect of delayed tax. In 2007, the Group has obtained profit from the sale of shares of Jogra 2 Sp. z o.o. company, which was PLN, it allowed to work out a net result at the level of PLN. The drop of net income in 2008, to the level of PLN was mainly caused by the financial costs, which totaled PLN, in particular: Evaluation of derivative financial instruments PLN, Differences in currency rates PLN. The net result of PLN, obtained in the first half of 2009 results mainly from the update of the investment real estates in relation to their fair value. This value totalled PLN in the first half of 2009 and it results mainly from the release of the 3 rd stage of Galeria Piastów and Galeria Twierdza in Kłodzko for use (the overestimation took place at the moment when the investment was finished) Profitability analysis A profitability analysis of the Group of the Issuing Party is presented in the table below. Table. Profitability factors. Details 1 st half of st half of Sales profitability 19,1 % 12,6 % 36,6 % 38,3 % 30,1 % Current profitability 124,2 % 9,0 % 50,0 % 46,3 % 196,1 % Net profitability 81,1 % 10,3 % 4,6 % 78,5% 163,9 % Return on assets (ROA) 11,9 % 0,9 % 1,4 % 16,2 % 42,7 % Return on own capital (ROE) 36,5 % 3,3 % 3,6 % 37,7 % 87,5 % Source: Issuing Party Rules of factors calculation: Sales profitability as a relation of sales profit to sales income, Current profitability as a relation of current profit to sales income, Net profitability as a relation of net profit to sales income, Return on assets (ROA) as a relation of net profit to total assets x n (n = 1 in the case of a full year, n = 1/2 in the case of half a year), Return on own capital (ROE) as a relation of net profit to own capital x n (n = 1 in the case of a full year, n = 1/2 in the case of half a year). In the years of 2006 and 2007 and in the first half of 2009 profitability factors were high. The drop of net profitability factor in 2008 is mainly a result of high financial costs. In the 1 st half of 2009, the Issuing Party has improved all profitability factors in comparison to the 1 st half of Page 75

76 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 Important factors, which influence results obtained on current activity and which are strictly related to the financial situation of the Issuing Party, have been described in p. 9.1 and , Part III of the Prospectus, Registration Document. According to the Issuing Party, in the studied period no extraordinary or rare events took place Discussion of reasons of significant changes in net sales or net income of the Issuing Party, if the financial reports show such changes Table. Operational results of the Group of the Issuing Party (in thousands of PLN). Details 1 st half of st half of Net sales income Current activity costs Sales result Evaluation of investment real estates to their fair value Other operational income Other current costs Current activity result Financial income Financial costs Business activity result Result of extraordinary events Gross result Net result Source: Issuing Party In the period of st half of 2009, the Issuing Party has recorded a significant increase in sales income. The income has doubled in the aforementioned period. The most significant increase could be seen in the period (+68%). Income of the Issuing Party was generated from sales of goods and services and, in 2008 and 2007, from the change of goods level ( PLN in 2008 and PLN in 2007). Goods sales included reselling grounds (with profit), while goods and services sales included, i.e. sales of commercial objects constructed on the orders of third parties, consulting services sales, reinvoicing of construction costs of the Issuing Party and rents of owned objects. In the 1 st half of 2009, the Issuing Party has generated PLN of income, which corresponde to a 108% increase in comparison to an analogical period of the previous year. The income increase was mainly a result of increase of income from goods sales. Analysis of current costs of the Issuing Party for the period of shows, that these costs increased more slowly than the sales income. The ratio of current costs to sales income totalled 69,9% in 2006, 61,7% in 2005 and 63,6% in This factor was 80,8 % for the 1 st half of 2009, but it was still lower than this factor for the 1 st half of 2008,, when it had a value of 87,4%. The main entries of the current costs are: value of goods sold, material and energy usage and external services. The value of goods sold was the cost of grounds purchased, which were later resold, and it totalled: in PLN, in PLN, in PLN and PLN in the first half of The entry materials and energy usage included mainly costs related to construction investments, which were performed by the Issuing Party on the order of the customers. These costs included, i.e. exploitation materials, media etc. Purchased for own use and for the use of renting parties of area in the commercial centres. This entry totalled, respectively: PLN, in PLN, in PLN and PLN in the first half of The range of external services was comprised of costs of legal, design, advisory and IT services, transport, construction services and subcontractors as well as costs related to the renting of constructed commercial galleries. These totalled in PLN, in PLN, in PLN and PLN in the first half of The increase of value of external services in 2008 is related mainly to services of subcontractors of construction works, related to a commercial object implemented on the order of the Page 76

77 third party. The Group of the Issuing party has at the same time obtained the biggest income from sales of commercial objects. Other incomes and current costs had no significant influence on the financial results of the Group of the Issuing Party in the period. In 2006, the entry of current costs totalled PLN and it consisted of an amount of PLN covering reparations paid by the Partnership, loan of PLN for a partner, included in costs, updating extracts of debts, totalling PLN. In 2007, other incomes and current costs totalled PLN ad included mainly the amount of PLN, covering reserves created for disputed claims. In 2008, this entry equalled PLN and it included mainly an amount of PLN, representing an extract updating the value of a real estate under construction and PLN, namely an updating extract for the value of the debt. In the 1 st half of 2009, other current costs toralled , the amount is related to update of reserve value. Evaluation of investments to their real value is a significant position here. According to the accounting policy taken by the Group of the Issuing Party, the investment real estates are included according to their fair value, thus the Group of the Issuing Party included to overestimate of investment real estates value as the following amounts: PLN in 2006, PLN in 2007, PLN in 2008 and PLN in the first half of Financial income did not constitute a significant entry in the financial reults of the Group of the Issuing Party for The main financial income entry was interest rates of bank deposits ( PLN) and loans granted, with the amount of PLN. In 2007, financial income totalled PLN, with the main entry consisting of income from investments sales for the amount of PLN (sales of Jogra 2 Sp. z o.o. shares) and saldo from currency rate differeneces, totalling PLN. In 2008, the financial income totalles PLN, and the main entry was income from cessation of rights of the sale contract of FOCUS PARK PIŁA shares, totalling PLN. In the first half of 2009, the financial income was small and totalled PLN. Financial costs did not constitute a significant entry in the financial results for 2006, when they totalled 467 tys. PLN. These costs included an extract created with the amount of PLN for updating of value of loan given to one of the partners, and interest rates of loans, totalling PLN. In 2007, the financial costs totalled PLN, including interest rates of loan, totalling PLN. In 2008, the financial costs totalled PLN. This huge increase of financial costs in 2008 was related to evaluation of derivative financial instruments for the amount of PLN and the result of currency rate changes, totalling PLN. Additionally, the Issuing Party spent the costs of loan interest rates, totalling PLN. In the 1 st half of 2009, financial costs totalled PLN, including PLN related to evaluation of derivative instruments, while the rest consisted mainly of differences in currency rates. In 2006, the income tax totalled PLN, which was an effect of creation of a reserve for delayed tax payment (related to overestimation of fair value of the 1 st Stage of Galeria Piastów, then under construction), created by the Issuing Party. The Issuing Party made the decision on creating this reserve because of the fact, that it would change its legal form the next year (from a general partnership to a capital partnership) and this tax would have to be paid the next year by the partnership, and not by the partners. In 2007, the income tax totalled PLN, of which PLN was an effect of creation of delayed tax reserve by the Issuing Party. In 2007, the income tax totalled PLN, of which PLN was the effect of current duty by the virtue of income, and PLN was an effect of reversal of transition differences in delayed tax. In the 1 st half of 2009, the income tax totalled PLN 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 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 have already been presented in Part II Risk factors of the Issue Prospectus and in p Part III of the Prospectus Registration Document. 10. Capital resources Information about the capital sources Table. Financing sources (in thousnds of PLN). Details As of June 30 th Total own capital Own capital divided by shareholders of the dominating entity Share capital Reserve capital Page 77

78 3. Reserve capital Profits held / uncovered losses including net profit (loss) in the period Own shareholders divided by minor shareholders Total obligations Long-term obligations including those by virtue of loans Short-term obligations including those by virtue of loans LIABILITIES TOTAL Source: Issuing Party The Group of the Issuing Party has recorded a very significant growth of own capital in the period of , which was an effect of recorded profits, and the owners decided to leave this profits within the Partnership. The most dynamic growth of this category of liabilities took place in the first half of Despite such a dynamic growth of own capitals recorded in each year of the analysis, the Group of the Issuing Party still had the level of total liabilities highter than the own capital level. Each year, the participation of long-term obligation in the structure of obligations increases, with most of them being loans. Long-term obligations also include reserves for delayed tax. Obligations related to the delayed tax are mainly the result of income scouting for the accounting and tax needs. In case of short-term obligations, they formed the majority of obligations for the years of 2006 and Participation of loans in short-term obligations was variable, with its highest level obtained at the end of the 1 st half of The biggest entry among short-term obligaions were prepayments for supplies, which totalled PLN at the end of 2006, PLN at the end of 2007 and PLN at the end of 2008 as well as PLN at the end of the first half of The obligations related to supplies and services totalled at the end of the following periods, respectively: PLN at the end of the 1 st half of 2009, PLN at the end of 2008, PLN at the end of 2007 and PLN at the end of Explanations of sources and amount and description of monetary assets flow Table. Flows of monetary assets of the Group of Issuing Party (in thousands of PLN). Details 1 st half of st half of Flows of monetary assets from current activity Flows of monetary assets from investment activity Flows of monetary assets from financial activity Net total monetary flows Monetary assets, beginning of period Monetary assets, end of period Source: Issuing Party The account of monetary flows shows a change in level of monetary assets, equal to PLN for 2006, PLN for 2007, PLN for 2008 and for the 1 st half of 2009 roku, which consist of: Negative net monetary flow from current activity equal to PLN for 2006, PLN for 2007, PLN for 2008 and for the first half of 2009, Negative net monetary flow from investment activity equal to PLN for 2006, PLN for 2007, PLN for 2008 and for the first half of 2009, Posivite net monetary flow from financial activity, equal to PLN for 2006, PLN for 2007, PLN for 2008 and for the first half of 2009, And its entries are properly assigned to the balance, account of profits and losses and with accounting books. The main source of monetary flow from current activity in the years 2006 and 2007 and in the first half of 2009 was gross profit, which totalled PLN in 2006, PLN in 2007 and PLN in the first half of In 2008, Page 78

79 the gross profit of PLN did not constitute the main entry of monetary assets flows from current activity. The other sources of monetary assets flow from current activity are as follows: in 2006: depreciation ( PLN), interest rates and participation in profits ( PLN), change of reserve level by the virtue of delayed income tax (from the overestimation of the value of Galeria Piastów 1 st Stage), equal to PLN, the change of net level of current capital lowered the level of monetary assets by PLN, also a negative correction was seen, equal to PLN from overestimation of the 1 st stage of Galeria Piastów (under construction) to its fair value, taking into account the fact that this operation was not a cash-based one, in 2007: depreciation ( PLN), interest rates and participation in profits ( PLN), change of reserve status related to the delayed income tax, equal to PLN, the change of net current capital lowered the level of monetary assets by PLN, also a negative correction was made, equal to PLN, caused by overestimation of the investment real estates to their fair value, taking into account the fact that these operations were not cash-based ones, in 2008: depreciation ( PLN), interest rates and participation in profits ( PLN), change of reserve levels because of the delayed income tax (mainly from the overestimation of the 3 rd stage of Galeria Piastów PLN and Opole Turowa PLN) equal to PLN, the change of net current capital lowered the monetary assets by PLN, a negative correction was also made, equal to PLN, from the overestimation of the 3 rd stage of Galeria Piastów, Opole Turawa and the 1 st stage of Galeria Piastów to their fair value, taking into account the fact that this operation was not a cash-based one, in the first half of 2009: depreciation ( PLN), interest rates and ( PLN), change of reserves level because of the delayed income tax (mainly from the overestimation of the value of the 2 nd and 3 rd stage of Galeria Piastów and Twierdza/Kłodzko Gallery) equal to PLN, the change of level of net current capital lowered the level of the net current capital by PLN, also a negative correction has been made, equal to PLN from the overestimation of the 2 nd and 3 rd stage of Galeria Piastów Twierdza/Kłodzko Gallery to their fair value, taking into account the fact that this operation was not a cash-based one. Monetary flows from investment activities consisted mainly of investment expenses, which totalled: PLN in 2006, PLN in 2007, PLN in 2008 and PLN in the first half of Financial incomes came from granted loans with a value of PLN for 2006, PLN for 2007, PLN for 2008 and for the 1 st half of The financial expenses equal to PLN in 2006, PLN in 2007, PLN for 2008 and for the 1 st half of 2009 consisted mainly of profit payout for the owners ( PLN in 2006 and PLN in 2007) and bank loans payment ( PLN in 2007, PLN in 2008, PLN in the 1 st half of 2009) Information about loan needs and financing structure Debt factors of the Group of the Issuing Party are presented in the table below Table. Debt factors. Details As of June 30th Long-term debt indicator 0,38 0,30 0,31 0,17 Total debt indicator 0,67 0,75 0,57 0,51 Debt indicator of own capital 2,09 3,03 1,34 1,05 Source: Issuing Party Rules of indicator calculations: Long-term debt indicator as a relation of long-term obligations to total assets, Total debt indicator as a relation of total obligations to total assets, Debt indicator of own capital as a relation of total obligations to own capital. In the period of and the 1 st half of 2009, the assets of the Capital Group of the Issuing Party was largely financed by obligations, whereas the obligation level in financing of the Parthership s assets fell down in 2008 to the level of 75%, in comparison to the 51% - 57% level in the period of In the first half of 2009, this participation dropped to the level of 67%. It was a result of increase of own capital in the Group of the Issuing Party, greater than the increase of obligations Short-term obligations dominated the structure of obligations financing the activity of the Group of the Issuing party in the years of 2006 and In 2007 and in the first half of 2009, this situation has changed in the favour of longterm obligations. The debt indicator of own capital is variable in the period studied and it oscillated in the range of 1,05 3,03. The increase of this indicator to the level of 3,03 in 2008 was caused by a significant increase of total obligations in relation to a small increase of own capital. Table: Current capital of the Group of Issuing Party (thousands of PLN). No Details 1 st half of st half of Page 79

80 Page 80 Rank Progress S.A. Issue Prospectus 1 Current assets Monetary assets and other short-term investments Corrected current assets (1-2) Short-term obligations Loans and short-term debt securities Corrected short-term obligations (4-5) Current capital (1-4) Demand for current assets (3-6) Net saldo of current assets (7-8) Source: Issuing Party Below, obligations of th Group of Issuing Party as of September 30 th, are presented. Tabela: Zobowiązania Grupy Kapitałowej (w tys. PLN). Details As of September 30 th, 2009 Long-term obligations: including bank loans Short-term obligations: including bank loans Source: Issuing Party The obligations in the form of bank loans and by the virtue of leasing, taken by the Group of the Issuing Party in the period of had the following value: Long-term loans with total value of PLN at the end of June 2009, PLN at the end of 2008; PLN at the end of 2007; PLN at the end of 2006, Long-term financial leasing equal to PLN at the end of June 2009, PLN at the end of 2008; PLN at the end of 2007; PLN at the end of 2006, Short-term loans, long-term loans in the part payable within 1 year from the balance date, equal to PLN at the end of June 2009, PLN at the end of 2008; PLN at the end of 2007; PLN at the end of 2006, Short-term financial leasing equal to PLN at the end of June 2009, PLN at the end of 2008; PLN at the end of 2007; PLN at the end of Table: Information about current bank debt of the Group of Issuing Party. The granting party Loan type Contract date Amount granted Engagement as of the date of Prospectus approval BZ WBK S.A. Investment loan GP I 05 grudnia , ,16 BZ WBK S.A. Investment loan GP II 05 czerwca ,00 PLN ,29 BZ WBK S.A. Investment loan CH Twierdza i ,00 PLN 30 września ,00 PLN ,89 i ,96 PLN BZ WBK S.A. Investment loan 11 stycznia ,00 PLN ,00 PLN BZ WBK S.A. Current loan 06 czerwca ,00 PLN ,12 PLN Deutsche Bank S.A. Loan in current account 12 marca ,00 PLN ,27 PLN Deutsche Bank S.A. Current loan 17 września ,00 PLN ,00 PLN Source: Issuing Party Loan needs of the Issuing Party are presented in p Part III of the Prospectus Registration Document Viability analysis

81 Viability analysis of the Group of the Issuing Party has been presented in the table below. Rank Progress S.A. Issue Prospectus Table. Flow indicators and rotation cycles. Details 1 st half of st half of Current flow index 0,67 0,67 0,67 1,53 1,00 Fast flow index 0,14 0,13 0,13 0,38 0,26 Reserve rotation cycle (days) 221,63 437,21 389,51 438,55 270,84 Active debt collection cycle (days) 45,94 80,09 87,57 115,4 91,33 Debt regulation cycle (days) 414,35 540,12 565,24 447,85 395,11 Source: Issuing Party Rules of indicator calculations: Current flow index as a relation of current assets to short-term obligations, Fast flow index as a relation of current assets minus reverses to short-term obligations, Reserve rotation cycle as a relation of average reserve level to sales income, multiplied by 365 days and multiplied by n (n = 1 in the case of a year, n = 1/2 in the case of half a year), Active debt collection cycle as a relation of average active debt level to sales income, multiplied by 365 days and multiplied by n (n = 1 in the case of a year, n = 1/2 in the case of half a year), Debt regulation cycle as a relation of average current debt level to sales income, multiplied by 365 days and multiplied by n (n = 1 in the case of a year, n = 1/2 in the case of half a year). The current flow index shows, how well the currents assets cover current obligations. The desired level of current flow index is in the range of 1,0 2,0. In the value of this index was maintained in the desired level. In the 1 st half of 2009, the value of this index could also exceed 1,0, if one took into account the fact of prolongation of payment deadline for one of the loans, which took place in the 2 nd part of The fast flow index informs, how much the most fluid current assets cover current obligations. The desired level of this index is in the range of 0,5 1,0. The fast flow index of the Group of Issuing Party showed large variability in the period of , oscillating in the range of 0,13 0,38, which is below the suggested norm. In the first half of 2009, this index reached the value of 0,14, an improvement in comparison to 2008, however it is still below the suggested norm and it would equal 0,23, if one took into account the fact of prolongation of payment deadline of the aforementioned loan. In the case of the Group of the Issuing Party, the nature of business activity (construction) enables to maintain a high level of current obligations for the partners, which influences the levels of viability indices. The reserve rotation cycle in days defines, how often does the company refresh its reserves on performing a particular sale. In the Group of the Issuing Party, this index shows a large variability in the period of st half of This variability is a result of the fact, that the Issuing Party treats its reserve as goods, namely gronds purchased for future sellback. Transactions related to purchased grounds usually last from few to even several tens of months and it influences the level of reserves, which is always high. The collection cycle, which represents (in days) the average waiting time for debt collection, this index is also very variable in the period of and in the first half of The increase of collection period in 2007 was a result of the fact, that the Issuing Party was implementing ever bigger investments, where the payments are often performed in tranches, on the basis of stages of products, released by the Partnership. The debt regulation cycle in days defined the time of regulation of current obligations. Obligation regulation time in gradually increased in the period od , from 395 days to 565 days. These indices were bigger than those related to debt collection time in the aforementioned period, which was caused by holding a high level of pre-payments obtained for future supplies of products implemented in timeframes of few, sometimes even few tens of months, financing of current activity of the Group of the Issuing Party using current loans, renewed each year and high level od investment obligations taken for the implementation of investment projects. In the first half of 2009 this index dropped to the level of 414 days 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 According to the investment loan contract dated September 30 th, 2008, signed by the dependent unit E.F. Progress V Sp. with o.o. a BZ WBK S.A., any loan grants by E.F. Progress V Sp. z o.o., including the dominating entity, require permission from BZ WBK S.A. A permission is also required for dividend payment by E.F. Progress V Sp. z o.o. Proper statementsobligations on cancelling payouts of the dividend were signed on September 30 th, 2008 by the Board of the dominant entity Rank Progress S.A. and the main shareholders of the dominating entity, i.e. Jan Mroczka and Andrzej Bartnicki. Obligations covered by these statements cannot be dismissed without permission from BZ WBK S.A. Currently, the Boards of the Issuing Party and its dependent entity have started negotiations with BZ WBK S.A. in order to dismiss a part of financial surplus from the obligation of permission obtaining from BZ WBK S.A. for the payment of the dividend. The Board of the Issuing Party does not exclude, that in the future, limitations on payments of parts of the dividend or the entire dividend or granting loans within the Group of the Issuing Party, can be placed on the dependent units implementing future investment projects. However, the Board of the Issuing Party requires during negotiations of other investment loans Page 81

82 Page 82 Rank Progress S.A. Issue Prospectus for its dependent companies, that the financial insitutions took into account the fact that cash surpluses in the intended companies will be transferred to the dominating entity and that it can be located in future investments or in dividend payments, while preparing loan conditions. In 2009, the Issuing Party did not meet the condition of introducing its own share to the Galeria Piastów II investment, equal to 6,1 mln PLN, by March 31 st, 2009, with the condition defined in the loan credit signed with BZ WBK, which is mentioned in p Part III of this Prospectus. Additionally, the dependent company of the Issuing Party - E.F. Progress V Sp. z o.o. did not meet the condition of holding the factor of debt relation to the value of Twierdza Commercial Company investment at the level not exceeding 55% at the moment of the investment start, defined in the loan contract signed with BZ WBK, mentioned in p Part III of this Prospectus. As a result of negotiations with BZ WBK, both aforementioned violations of loan contracts have been accepted by BZ WBK, where it was necessary to change the conditions of said loan contracts, as well as of a contract signed by the Issuing Party and by BZ WBK, mentioned in p Part III of this Prospectus. As a result of negotiations, on September 10 th, 2009, proper annexes were signed by both entities. According to the annexes to the load contracts presented in p and Part III of this Prospect, signed by the Issuing Party, the most important changes in relation to the initial contracts were related to the shortening of loan period to August 31 st, 2014 and Semptember 1 st, 2014, respectively, assuming yearly loan depreciation of 1,5% and a balloon installment at the end of the loand period, with the option of 2-year financing period extension, incrementation of the bank s interest and creation of additional protection of loans by means of mortgage on a real estate of the Issuing Party located in Zgorzelec, introduction of cash sweep mechanism in the case of loan mentioned in p Part III of this Prospectus and its modification in the case of loand mentioned in p Part III of this Prospectus. Additionally, the annexes predict additional obligations of the Partnership and a modification of agreed parameters if the conditions presented in the annexes are not met. According to the annex signed on September 10 th, 2009, the dependent company of the Issuing Party, E.F. Progress V Sp. z o.o. to the loan contract mentioned in p Part III of this Prospectus, the most important changes in comparison to the initial contract were related to the extension of loan period to September 1 st, 2013 (the initial contract defined this deadline as June 30 th, 2009 with the option of 15-year extension if some conditions are met) with the option of extension (under some conditions) to Septeber 1 st, 2016, changes of capital installment levels includint a yearly loan depreciation of 1,5%, incremented bank interest and change of the cash sweep mechanism. Additionally, the annex includes additional obligations of the Partnership and modifications of agreed parameters if the conditions presented in the annex are not met. However, the Issuing Party states, that in the case of loan contract presented in p Part III of this Prospectus, the Issuing Party did not make a payment of the loand granted by virtue of this contract before January 31 st, 2010, and in the case of loan contract presented in p Part III of this Prospectus it did not make a payment of the loan granted by virtue of this contract before March 31 st, As it was applied for by the Issuing Party, the loan committee of the BZ WBK S.A. bank, which met on April 8 th, 2010, approved conditions of further conditions agreed with the Issuing Party, included in the scope of the said loan contract, according to which the payment deadline for the said contract was extended to June 30 th, The payments of the loans are to be made thanks to obtaining financial assets by the Issuing Party by virtue of selling the Twierdza Commercial Centre in Kłodzko, whch is mentioned in p Part III of this Prospectus, with the sale being planned for June The Issuing Party does not predict any significant risks related to not making the payments of the said loans within deadline. However, if the potential investor withdraws from the purchase of the Twierdza Commercial Centre, the Issuing Party will negotiate an extension od the payment deadline for the said loans for a later date necessary for sale of the Twierdza Commercial Centre, or other real estate designed for sale by the Issuing Party, takes place, and which are included in the table Investment projects for sale in p Part III of this Prospectus Information about predicted funding sources necessary to implement obligations resulting from the planned investments of the Issuing Party and planned significant tangible fixed assets In the period of , the Issuing Party intends to implement obligations resulting from the planned investments of the Issuing Party, described in the p Part III of the Prospectus Registration Document and to perform purchases of significant, tangible fixed assets described in p Part III of the Prospectus Registration Document. Assets for the financing of these expenses wil be obtained from: Issue of the New Shares 49 mln PLN, Bank loans 398,2 mln PLN, Cash income from the current and investment activity the remaining part i.e. 52,9 mln PLN. 11. Research and development, patents and licences Research and development In the period covered by the historical financial information, the Issuing Party did not perform any research-development works Patents, licences and trademarks

83 The Issuing Party and its dependent companies are not owners of any patents as understood by the act dated June 30 th, 2000 r. Industrial Property Law. The Issuing Party and its dependent companies hold licences for use of computer software, such as MS Windows operating systems, MS Office package and some specialised desigining and accounting programs. The Issuing Party holds the rights to the following Internet domains: Trademarks The Partnership Spółka has notified the Patent Office of the Republic of Poland of the following trademarks: Galeria Piastów, Twierdza Kłodzko Centrum Handlowe w Kłodzku, Pasaż Grodzki Galeria Świdnicka, Galeria Tęcza, Rank Progress S.A. The registration proceeding related to these trademarks is underway. 12. 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 Becasue of the global crisis on the financial and real estate markets, in 2009 the Issuing Party has lowered the level of its engagement in implementation and sales of highly profitable, short-term projects in favour of long-term investment projects with stable income andcosts, i.e. projects related to commercial objects designed for long-term rent. This tendency is reflected in consolidate financial reports by systematic increase of income from rent of commercial objects and value of real estate investments. At the same time, because of the crisis and changes of market conditions related to the crisis, the Issuing Party has revisioned its investment plans in 2008 and 2009, delaying implementation of some investment projects, as well as designing some projects, which do not satisfy expectations of the Issuing Party, for sale, and this decision caused a significant increase in the value of reserves in consolidated financial reports, in comparison to previous years. Turbulences on the financial markets have touched not only the investors of owners of commercial galleries, but also a part of the renting parties, who had to revision their plans related to expansion or to hold the expansion off or more selectively approach new locations. The significant increase of Euro rates in the beginning of 2009 probably also had negative influence on their financial situation, especially if they purchased their store collections or obtained loans in Euro. All these factors were reflected in a weak financial condition of the companies, especially from the textile market, which was the reason that some of them, if they have not applied for bankruptcy, then they at least have started renegotiations of rental contracts in order to lower the rent-related obligations. On the other hand, many trademarks still continue their expansion on the Polish market or they plan entering the Polish market, also thanks to the weaker competition. However, despite precidted and continued expansion, one can see a general drop of demand on new commercial area and one can also see an increase in free, unrented commercial area. Due to limited expansion of renting parties, limitations in acquisition of bank funding, one could recently see a drop tendency of rental fees in relation to rental contracts signed in 2007 and 2008, with the exception of the most attractive commercial centres, along with am increased bidding strength or potential renting parties, which want ever higher standard of the area s decor, zero rental fee for the first few months and additional gratifications covering the expenses of the area s decor as prompts. Starting from the mid-year 2009, the Issuing Party has observed a slight stabilisation of the real estate market, which allowed a verification of investment plans on the basis of stable data regarding expected rental fees for particular, implemented commercial objects (lower than market rental fees in 2008 and previous years), interest rates (lower than those effective in 2008 and previous years), bank profits (higher than those effective in 2008 and later years), construction costs (lower than those still effective in the beginning of 2009 and previous years), etc. As indicated above, many of the real estates were designed by the Issuing Party for sale. However, throughout the entire year 2009, up to the date of Prospectus creation, no significant sales of this type of real estates have been performed. It Page 83

84 was a result of a few factors e.g. diffictulties related to acquisitiong of bank financing, high level of real estate reserves in many of the most important market players, who often purchased real estates for future development projects during the hossa of 2007 and 2008 and who now await an improvement, which will allow to perform and to sell the investments, while retaining proper financial parameters and with more cautious analysis of investment risk, which is also translated into longer times of procedures related to finalisation of transactions. This situation is the reason that the sale prices obtained during the time of hossa are not currently possible to obtain in most of the cases. The current stabilisation on the real estate market and observed increase of interest of the investors in the real estates planned for sale by the Issuing Party, indicates a possibility of performing such transactions at satisfactory prices even in 2010 and which will later reach the level of at least account value of these real estates, included in consolidated financial reports of the Issuing Parties. At the same time, the Issuing Party does not exclude the possibility of returning to the implementation of investment projects based on the owned grounds. Taking into account the fact that the aforementioned grounds have their local spatial development plans, and most of the agreements, then the decision regarding the start of the investment can be made in a very short time, and that should transform into a significant rise of income, which at the same time will be postponed in time 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 The macroeconomic situation of Poland The entirety of the Partnership s income is related to its activity on the domestic market and thus it is indirectly dependent on factors related to the general macroeconomic situation of Poland, e.g. such, as unemployment level, economic growth rate or inflation rate. Perturbations on the international financial markets have influenced the economic situation of Poland. A drop of economic growth rate, increase of unemployment level and depreciation of PLN rates in relation to foreign currencies have been observed. Economic tendencies described above have influenced the income level of the Group of the Issuing Party. However, the macroeconomic situation should improve in 2010, which should see a positive reflection in the situation of the Group of the Issuing Party Legal regulations Legal regulations of Polish law can also significantly influence the activity of the Group of the Issuing Party. Th Issuing Party does not predict any significant changes to Polish law taking place at least until the end of 2010, which could influence the activity of the Group of the Issuing Party. Dynamics and directions of development of the markets of the Group of the Issuing Party The activity of the Group of the Issuing Party can be influenced by dynamics and development of markets, on which the activity of the Group of the Issuing Party is located. Since the mid-year 2009, one can observe a slight improvement of dynamics and directions development of markets, on which the Group of the Issuing Party acts. According to the knowledge of the Issuing Party, the dynamics and development of the markets of the Group of the Issuing Party should be faovurable for the activity of the Group of the Issuing Party, at least until the end of Competition of other entities The development perspectives of the Group of the Issuing Party depend on the intensity of competition actions of domestic and foreign companies present on the Polish market. Actions of the competition should not significantly influence the activity of the Group of Issuing Party, at least until the end of Currency rate changes The activity of the Group of the Issuing Party is influenced by currency rate changes, especially the Euro rate changes. According to the edge of the Issuing arty, the foreseeable currency rate changes should not significantly influence the activity of the Group of the Issuing Party, at least until the end of Possibility of strengthening of market position The development perspectives of the Group of the Issuing Party are largely dependent on the success in the implementation of the development strategy, which has been presented in p Part III Registration Document. 13. Result forecasts or estimated results Basic assumptions of forecasts of estimations of the Issuing Party Methodology of financial results forecasts and estimated results for the Capital Group Rank Progress S.A. While preparing a results forecast for the years 2010, 2011, 2012, the Board of the Issuing Party included, e.g.: Page 84

85 Generally available macroeconomic forecasts for Polish economy, which can influence the activity of the Capital Group, Generally available analyses of commercial real estate market, which is the market of the activity of the Group of the Issuing Party, related to the forecast of its development, Own judgement of development perspectives of Polish commercial real estate market, Strategic plans of the Capital Group, related to e.g. future investments, costs, incomes, and financial flows as well as financing the activity Assumptions for estimated results of the Issuing Party Estimated results of the Capital Group of the Issuing Party for the year 2009 have been created on the basis of transactions performed by the Capital Group of the Issuing Party in the period from January 1 st to December 31 st, 2009 roku, by using the same methods of evaluation and presentations, as used to create the yearly financial report of the Issuing Party, including those, which were used to create historical financial information presented in the Prospectus. Evaluation of investments in the commercial real estates finshed before December 31 st, 2009, to their fair value, along with evaluation of ground real estates classified as investment real estates was based on estimated operates obtained in the year 2009, performed by independent experts, corrected by the Issuing Party with factors present between the date the estimation of operates has been performed and December 31 st, 2009, which can influence the value of these real estates, estimated within these operates. The Board of the Issuing Party took all possible care in order for the estimated results to be reliable, i.e., the estimations have been made using the same rules and procedures as those used in yearly financial reports. The estimated results presented in this Prospectus can differ from the values resulting from a studied, yearly, consolidated financial report of the Capital Group of the Issuing Party for the year Assumptions for financial forecasts, independent from the Issuing Party While preparing a results forecast for the years 2010, 2011, 2012, the Board of the Issuing Party included macroeconomic data. Forecasts of incomes and costs made by the Issuing Party included the predicted inflation rate of 2% yearly, however, because indexation of rental fees with the inflation rate is used, it is predicted that these factors will not have significant influence on the forecasts of the Issuing Party. Additional factors related to the forecasts, independent from the Issuing Party: Rental fees have been determined based on: - Current data obtained in the negotiation process performed by the Issuing Party with potential renting parties (currently, the Issuing Party itself commercialises its commercial objects), - An analogy to current fees applied by the Issuing Party in existing objects, - Data obtaine from estimated operates of market value of existing and future investment real estates of the Issuing Party, prepared by independent advisory companies. Capitalisation rate of 8,5%, used in estimations of fair value of planned, real estate investment, has been determined basing on: - Estimated operates of market value of existing and future objects of the Issuing Party created by independent advisory companies, - Negotiations performed by the Issuing Party with potential customers interested in purchasing single projects of the Issuing Party, - Generally available reports and analyses of the real estate market made by renown companies, such as Knight Frank and Cushman & Wakefield, presenting tendencies in the field of shaping discount rates and capitalisation of commercial real estates, Values of transaction prices related to short-term investment projects have been based on: - Signed contracts, which will be implemented in the future, - Estimated operates of market value of current and future investment real estates of the Issuing Party, created by independent experts, - Negotiations underway. Interest rates of 1% i 3,5%, respectively, for loans denominated in Euro and in zlotys, bank profits and commissions of banks financing the investments were based on: - Obtained in real time, initial conditions of real estate investments financed by banks interested in financing a particular projects, - Interest rates and commissions applied by banks to the constructed investments of the Issuing Party, Page 85

86 - Negotiations performed with banks; - Published EURIBOR and WIBOR interest rates. Evaluation of commercial real estate investments finished before December 31 st, 2009, to their fair value and evaluation of ground real estates classified as investment real estates was created on the basis of obtained, estimated operates, performed by independent experts. The next years of the forecast do not include further changes in fair value of investment real estates Assumptions for financial forecasts dependent on the Issuing Party The Board of Rank Progres S.A. based its prepared forecast for the years 2010, 2011, 2012 on the main assumptions: The Issuing Party intends to implement planned investments, The Issuing Party shall implement planned short-term investments, Total rental areas for implemented and future objects are calculated on the basis of designs and architectural concepts preparted for investments, Income from rents is a product of rental area and average yearly rental fees, set on the basis of already signed rental contracts, along with negotiated and expected contracts, Current activity costs, including costs of general Board, are based on data for the last finished tax year and it includes escalation of costs, e.g. caused by increase of the number of employees. The operational costs of particular investment real estates are based on the historical data on costs of investment real estates, which are already finished, Exploitation fees income are equal to operational costs of the particular investment minus costs, which are not reinvoiced on the renting parties and which have been estimated on the basis of implemented, similar investments, Sales income from the development activity has been based only on those investments, which are probable to be implemented, Income from the sales of investment real estates have been based on negotiations performed with potential buyers, Investment real estates during the construction stage are evaluated to their fair value according to the accounting policy used, where the fair value is scouted as proportional to the costs of investment creation from the start of investment financing by the bank; No future changes of the fair value set at the moment when the construction works are finished are planned, Evaluation of planned real estate investments commercial objects to their fair value is made on the basis of the following equation: (expected yearly income from rent) / (capitalisation rate), Costs of financing investments in their construction stage is related to the costs of this investment and they have been taken into account during profit estimation for that particular investment, Expenses on construction works related to investments in the construction stage have been uniformly included in the commercial object construction period, The forecast does not include increase of the value of ground designed for sale, which have been treated as goods, The drop of value of the grounds designed for sale has been included, where the grounds have ben treated as goods on the basis of estimated operates of market values prepared by independent experts, Investment financing will be based on own assets generated from own business activity, assets obtained from the Issue of Series C Shares and bank loans taken in PLN during the construction stage and later changed into bank loans denominated in Euro, Future expenses on investment real estates have been predicted on the basis of estimates prepared by the Issuing Party, No changes in the level of debts and active debts are predicted after 2010 (by virtue of supplies and services and other sources) in the forecasts, The forecasts predicts a new issue of shares, Starting from 2010, the forecasts assume a payment of dividend on the level of 10% of net profit for the previous year. Page 86

87 13.2. Report of independent accountants or expert auditors on the correctness of financial forecasts and estimated results preparations Report of an expert auditor on the correctness of financial forecasts and estimated results preparations For the General Assebly, Supervisory Board and Board of RANK PROGRESS S.A. We have peformed confirmation works, with the subject of the works being estimated results and financial forecasts, including forecast of net sales income, profit from operational activity (EBIT), profit from operational activity increased by depreciation (EBITDA) and net profit of the Capital Group RANK PROGRESS ( Group ) for tax years ending on December 31 st, 2009 ( Estimated results ) and December 31 st, 2010, December 31 st 2011 and December 31 st, 2012 ( Results forecast ). The Estimated results and the Results forecast, together with significant assumptions which form their basis, have been presented in p of the Registration Document prepared by the Issuing Party. The Board of the Issuing Party holds the sole responsibility for preparation of Estimated results and Results forecast, including their assumptions. Our task was to give an opinion on these Estimated results and Results forecasts on the basis of our works. These works were performed according to the International Standard of Attestation Services 3400, applied to checking predicted financial information, issued by the International Federation of Accountants ( IFAC ). These works included a consideration, if the Estimated results and Results forecasts have been properly set on the basis of revealed assumptions, according to the rules of accounting assumed by the Issuing Party. Our works have been planned and performed in such a way, that we could gather information and explanations which we decided to be necessary to be adequately sure, that the Estimated results and Results forecast have been (on the basis of specified assumptions), properly created and that applied accounting rules are coherent with the accounting rules presented in the introduction to the financial report presented in chapter 20 of the Registration Document. Because the Results forecast and its assumptions are related to the future and thus they may be influenced by unexpected events, we do not state that the real results will be similar to those presented in the Results forecast and if the differences would be significant. Besides, the Estimated results can differ from values that will be obtained from the studied, yearly consolidated financial report of the Capital Group of the Issuing Party for the year 2009, which was pointed at by the Board of the Issuing Party in presented assumptions of the Estimated results. Such a situation may be a results of e.g. changes of currency rates assumed for evaluation of fair values of investment real estates. In our opinion, the Estimated results and the Result forecast have been properly prepared on the basis of assumptions listed in the Registration Document p , and the made assumptions form a rational basis for creation of predicted financial results, while applied accounting rules are coherent with accounting rules presented in the introduction to the financial report presented in chapter 20 of the Registration Document. This report has been prepared according to the requirements of a Regulation of the Commitee (EC) N o 809/2004 dated April 29 th, 2004 executing the Directive 2003/71/EC of the European Parliament and of the Council on the information contained in issue prospectuses and the form of inclusion by reference and on publication of such issue prospectuses and advertisement propagation (Dz. Urz. UE L 149 dated April, 30 th 2004) and we issue this report in order to meet this requirement. Dariusz Sarnowski Page 87

88 Expert Auditor Evidence number HLB SARNOWSKI & WIŚNIEWSKI Sp. z o.o Poznań, ul. Bluszczowa 7 Entity approved for studies of financial reports included in the list of approved entities, managed by the KIBR, with the evidence number 2917 Poznań, January 4 th, Forecast of selected financial data and estimated results By taking into account the assumptions presented in p Part III of the Issue Prospectus, the Issuing Party estimates its results obtained in 2009 and predicts that in the period of it will obtain results at the level, which will be no lower than that presented in the table below. Table: Financial forecasts of the Capital Group for the period of , estimated results for 2009 and results obtained in 2008 (in thousands of PLN) Details 2008 estimation forecast forecast forecast Net income from sales (no level change of products) Net profit EBIT EBITDA Source: Issuing Party Comparability of the results forecast or estimated results with the historical financial information Consolidated, historical financial information for the period of presented in the Prospectus have been prepared according to the International Standards of Accounting. Estimated results of the Group of Issuing Party for rok 2009 and Results forecast of the Group of the Issuing Party for the years 2010, 2011 and 2012 have been prepared using a basis, which guarantees their comparability with rules used for creation and presentation of historical financial information for the years of The Issuing Party has not published issue prospectuses or forecasts before. 14. 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 Board The Board consists of: Jan Mroczka Board Chairman, Dariusz Domszy Board Deputy Chairman, Mariusz Kaczmarek Board Member. All Board members work in the office of the Issuing Party, located at ul. Złotoryjska 63 in Legnica. Page 88

89 Jan Mroczka Function in the Issuing Party: Board Chairman Detailed description of knowledge and experience: Education: High school level Professional experience: 2007 current Rank Progress S.A., Board Member Spółka Bartnicki, Mroczka E.F. Rank Progress Sp. j., partner Jan Mroczka does not perform basic activities outside Rank Progress S.A., which would be of importance for the Issuing Party. The Partnerships, where Jan Mroczka is a member of administrative, management or supervisory organ of a partner, do not perform competition activities related to the Issuing Party. He does not have family connections with other members of administrative, management or supervisory organs and high-level managerial staff (described in p ch. d of the Appendix I to the Regulation 809). According to a submitted statement, Jan Mroczka has, within the last five years: Been a shareholder and the Board Chairman of the Issuing Party, and also in the dependent companies of the Issuing Party, i.e. the Board Chairman of E.F. Progress I Sp. z o.o., E.F. Progress III Sp. z o.o., E.F. Progress V Sp. z o.o., E.F. Progress VII Sp. z o.o, HIT Zarząd Majątkiem Legnica 1 Sp. z o.o., Rank Prosper Skarżysko Kamienna Sp. z o.o.; the Board Deputy Chairman of E.F. Progress II Sp. z o.o., E.F. Progress IV Sp. z o.o., E.F. Progress VI Sp. z o.o., he is also a Liquidator of the KMM Sp. z o.o. in liquidation and serves as a Director in the Colin Holdings Limited company, He also serves as a Director in the MB Progress Capital Limited company and as a Board Deputy Chairman in the MB Progress 1 Sp. z o.o. company, Additionally, he has not been a member of administrative, management and supervisory organs or a partner in any other commercial code companies, Is an owner of of Series A Shares of Rank Progress S.A., and also holds 50% of shares of the MB Progress Capital Limited company located in Nicosia, which is an owner of of Series B Shares of Rank Progress S.A., in addition, he does not own, nor he has owned, shares of other entities for the last five years Has not been charged and found guilty of fraud, Has not been a member of administrative, management or supervisory organs or a high-level management personnel (described in p ch. d of Appendix I to the Resolution 809) in the entities, which within the last five years, including his chairman term, were declared bankrupt or being liquidated, or which were managed by receivership, except for the companies of KMM Sp. z o.o. in liquidation (the Liquidator) and E.F. Progress IV Sp. z o.o., which has lodged in a bankruptcy application with an agreement option on August 14 th, 2009 (Board Deputy Chairman), Has not been subjected to official public charges by any statutory or regulatory organs (including renown professional organisations), with he exception of proceeding before the Treasury Controlling Office (UKS) in Wrocław. Within this proceeding, the UKS in Wrocław has charged Jan Mroczka and Andrzej Bartnicki have listed false data in a tax declaration (for 2002) in April, 2003 r., which threatened the income tax for 2002 to be lowered by the amount of ca PLN and, that in the period from April 2002 to January 2003 they have listed false data in VAT tax declarations, which threatened the VAT tax to be lowered by the amount of ca PLN. Jan Mroczka does not admit the deeds he has been charged with, additionally, in his opinion, the crimes he has been charged with, have been limitated. Additionally, Jan Mroczka and Andrzej Bartnicki have paid the total amount of income tax and of VAT tax, with default interest. On March 12 th, 2010 District Court in Legnica has remitted the said proceeding due to expiration of the punishable deed, this decision is currently not legally effective. Has not obtained a court decision forbidding him acting as a member of administrative, management of supervisory organs of any Issuing Party or forbidding him from participation in management or business execution of any Issuing Party. Liquidation of KMM Sp. z o.o. On September 2 nd, 2008, and Extraordinary Shareholders Assembly of KMM Sp. z o.o., made a resolution on liquidation of the company, based on the lack of perspectives for further business activity of the company, let alone its development. In addition, the Shareholders Assembly was convinced that further existence of the company has no sense, as the goals assumed by the shareholders have been reached. Jan Mroczka was desgined the liquidator of the company. Currently, the Liquidator performs actions related to the liquidation of the company and its final removal from the registry. Page 89

90 Bankruptcy of E.F. Progress IV Sp. z o.o. On August 14 th, 2009, a company of the Group of the Issuing Party E.F. Progress IV Sp. z o.o., where Jan Mroczka is the Deputy Board Chairman, has lodged in a bankruptcy application with an option of agreement. A proceeding in this case is underway in the District Court in Legnica, Economic Department (files V GU 41/09). As of the date of bankruptcy application, the total amount of obligations of the company to the debtors equalled ,32 PLN, with ,32 PLN being executable, and the amount of PLN being a conditional obligation i.e. non-executable, which resuted from a preinitial contract of ground sales, signed with a third party. On , the third party withdrew from the promised contract of ground sale, thus the conditional obligation of the preinitial contract became invalid. Because of this, as of the date of Prospectus approval, the executable debt of the company amounts to ,32 PLN. In the application, the E.F. Progress IV Sp. z o.o. applies for a division of debtors into two groups, where it applies for debt reduction in the first group (main debts, interest rates and potential costs) by 25% and payment of such reduced obligations in 10 equal, quarterly installments, paid at the end of each quarter, with the first installment being paid after 12 months from the date, when the decision of the Court related to the agreement becomes legally effective, and in the second group for a 40% reduction of main debt, total cancellation of interest rate and any potential costs, together with payments of such reduced costs in 12 equal, quarterly installments, paid at the end of each quarter, with the first installment being paid after 12 months from the date, when the decision of the Court related to the agreement becomes legally effective. According to the application of E.F. Progress IV Sp. z o.o., financing of the agreement is to be made from profit obtained by the Company as a result of investment plans implementation (construction of a commercial centre), or from sales of real estates owned by the Company, but after their purpose in the local spatial development plan is changed (i.e. in ca. 18 months). During the initial debtors meeting, due to lack of quroum, no binding decisions have been reached. Currently, the Company waits for the following Court proceedings to be announced, when the decisions related to the bakruptcy of E.F. Progress IV Sp. z o.o will take place. Dariusz Domszy Function in the Issuing Party: Board Deputy Chairman Detailed description of knowledge and experience: Education: High school level Professional experience: 2007 current Rank Progress S.A., Board Deputy Chairman Spółka Bartnicki, Mroczka E.F. Rank Progress Sp. j., Expansion Director Individual business activity Real Estate Agent TGG Polska Sp. z o.o. Legnica Board Deputy Member TGG GmbH Bruck/Leitha, Austria Representative, Board Agent Dariusz Domszy does not perform any other activity outside Rank Progress S.A. Dariusz Domszy is not a member of administrative, management, supervisory organs or a partner in any other company. He has no family connections with other members of administrative, management and supervisory organs and with high-level management personnel (described in p ch. d of Appendix I to the Resolution 809). According to a submitted statement Dariusz Domszy within the last five years: Has been the Board Deputy Chairman of the Issuing Party and serves as a Board Chairman of E.F. Progress II Sp. z o.o., E.F. Progress IV Sp. z o.o., E.F. Progress VI Sp. z o.o. and a Board Deputy Chairman of E.F. Progress I Sp. z o.o., E.F. Progress III Sp. z o.o., E.F. Progress V Sp. z o.o., E.F. Progress VII Sp. z o.o., HIT Zarząd Majątkiem Legnica 1 Sp. z o.o., Rank Prosper Skarżysko Kamienna Sp. z o.o., Rank Müller Jelenia Góra Sp. z o.o. He was not a member of administrative, management or supervisory organs or a parnter in any other commercial code companies, Has not been charged with and found guilty of fraud, Has not acted as a member of administrative, management or supervisory organs and high-level management personnel (described in p ch. d of Appendix I to the Resolution 809) within the last five years, including his term, of companies which were declared bankrupt or in liquidation, or which were managed by receivership, except for the E.F. Progress IV Sp. z o.o., company which has lodged in a bankruptcy application with an agreement option on August 14 th, 2009 (Board Chairman), Has not been subjected to official public charges by ony statutory or regulatory organs (including renown professional organisations), Page 90

91 Has not obtained a court decision forbidding him acting as a member of administrative, management of supervisory organs of any Issuing Party or forbidding him from participation in management or business execution of any Issuing Party. Mariusz Kaczmarek Function in the Issuing Party: Board Member Detailed description of knowledge and experience: Education: Higher (Degree level) Professional experience: 2008 current Rank Progress S.A., Board Member KPMG Audyt Sp. z o.o., Senior Manager Ernst & Young Audit Sp. z o.o., Senior Manager Mariusz Kaczmarek does not perform any other activity outside Rank Progress S.A. Mariusz Kaczmarek is not a member of administrative, management, supervisory organs or a partner in any other company. He has no family connections with other members of administrative, management and supervisory organs and with high-level management personnel (described in p ch. d of Appendix I to the Resolution 809). According to a submitted statement, Mariusz Kaczmarek within the last five years: Is a Board Member of the Issuing Party. He was not a member of administrative, management or supervisory organs member in any other commercial code companies, Has not been charged with and found guilty of fraud, Has not acted as a member of administrative, management or supervisory organs and high-level management personnel (described in p ch. d of Appendix I to the Resolution 809) within the last five years, including his term, of companies which were declared bankrupt or in liquidation, or which were managed by receivership, Has not been subjected to official public charges by ony statutory or regulatory organs (including renown professional organisations), Has not obtained a court decision forbidding him acting as a member of administrative, management of supervisory organs of any Issuing Party or forbidding him from participation in management or business execution of any Issuing Party. Supervisory Board The Supervisory Board consists of: Andrzej Bartnicki Supervisory Board Chairman, Jakub Górski Supervisory Board Deputy Chairman, Paweł Puterko Supervisory Board, Piotr Kowalski Supervisory Board, Łukasz Kurdyś Supervisory Board. All members of the Supervisory Board work in the office of the Issuing Party located at ul. Złotoryjska 63 in Legnica and outside the office. Andrzej Bartnicki Function in the Issuing Party: Supervisory Board Chairman Page 91

92 Detailed description of knowledge and experience: Education: High school level Professional experience: 2007 current Rank Progress S.A., Supervisory Board Member Spółka Bartnicki, Mroczka E.F. Rank Progress Sp. j. Legnica, partner Andrzej Bartnicki does not perform any other activity outside Rank Progress, which would be important of the Issuing Party. The Partnerships, where Andrej Bartnicki is a member of administrative, management or supervisory organ of a partner, do not perform competition activities related to the Issuing Party. He does not have family connections with other members of administrative, management or supervisory organs and high-level managerial staff (described in p ch. d of the Appendix I to the Regulation 809). According to a submitted statement, Andrzej Bartnicki within the last five years: Currently is a shareholder of the Issuing Party, Supervisory Board Chairman and a Director in Colin Holdings Limited, Earlier, he acted as the Board Chairman of E.F. Progress II Sp. z o.o., E.F. Progress IV Sp. z o.o., Board Deputy Chairman E.F. Progress I Sp. z o.o., E.F. Progress III Sp. z o.o., E.F. Progress V Sp. z o.o. and HIT Zarząd Majątkiem Legnica 1 Sp. z o.o., Additionally, he acts as a Director in MB Progress Capital Limited company and a Board Chairman of MB Progress 1 Sp. z o.o., He was not a member of administrative, management or supervisory organs or a partner in any other commercial code company, Has not been charged with and found guilty of fraud, Is an owner of of Series A Shares of Rank Progress S.A., and also holds 50% of shares of the MB Progress Capital Limited company located in Nicosia, which is an owner of of Series B Shares of Rank Progress S.A., in addition, he does not own, nor he has owned, shares of other entities for the last five years Has not acted as a member of administrative, management or supervisory organs and high-level management personnel (described in p ch. d of Appendix I to the Resolution 809) within the last five years, including his term, of companies which were declared bankrupt or in liquidation, or which were managed by receivership, Has not been subjected to official public charges by any statutory or regulatory organs (including renown professional organisations), with he exception of proceeding before the Treasury Controlling Office (UKS) in Wrocław. Within this proceeding, the UKS in Wrocław has charged Jan Mroczka and Andrzej Bartnicki have listed false data in a tax declaration (for 2002) in April, 2003 r., which threatened the income tax for 2002 to be lowered by the amount of ca PLN and, that in the period from April 2002 to January 2003 they have listed false data in VAT tax declarations, which threatened the VAT tax to be lowered by the amount of ca PLN. Jan Mroczka does not admit the deeds he has been charged with, additionally, in his opinion, the crimes he has been charged with, have been limitated. Additionally, Jan Mroczka and Andrzej Bartnicki have paid the total amount of income tax and of VAT tax, with default interest. On March 12 th, 2010 District Court in Legnica has remitted the said proceeding due to expiration of the punishable deed, this decision is currently not legally effective. Has not obtained a court decision forbidding him acting as a member of administrative, management of supervisory organs of any Issuing Party or forbidding him from participation in management or business execution of any Issuing Party. Jakub Górski Function in the Issuing Party: Supervisory Board Deputy Chairman Detailed description of knowledge and experience: Education: Higher (Degree level), University of Wrocław, Law Professional experience: current Chocoffee S.A., Supervisory Board Member 2009 current Rank Progress S.A., Supervisory Board Deputy Chairman Page 92

93 Rank Progress S.A., Supervisory Board Member Jakub Górski does not perform any other activity outside Rank Progress, which would be important of the Issuing Party. The Partnerships, where Jakub Górski is a member of administrative, management or supervisory organ of a partner, do not perform competition activities related to the Issuing Party. He does not have family connections with other members of administrative, management or supervisory organs and high-level managerial staff (described in p ch. d of the Appendix I to the Regulation 809). According to a submitted statement, Jan Górski within the last five years has: Is a Supervisory Board Deputy Chairman at Rank Progress S.A., Supervisory Board Member of Chocoffee S.A., additionally he was not a member of administrative, management or supervisory organs of any other commercial code company, Has not been charged with and found guilty of fraud, Has not acted as a member of administrative, management or supervisory organs and high-level management personnel (described in p ch. d of Appendix I to the Resolution 809) within the last five years, including his term, of companies which were declared bankrupt or in liquidation, or which were managed by receivership, Has not been subjected to official public charges by any statutory or regulatory organs (including renown professional organisations), Has not obtained a court decision forbidding him acting as a member of administrative, management or supervisory organs of any Issuing Party or forbidding him from participation in management or business execution of any Issuing Party. Paweł Puterko Function in the Issuing Party: Supervisory Board Member Detailed description of knowledge and experience: Education: Higher, University of Warsaw/University of Illinois, Executive MBA Professional experience: University of Wrocław, Faculty of Law and Administration (Master of Law Sciences, open doctoral proceeding) current ATON-HT S.A., Supervisory Board Member 2009 current Microtech S.A., Supervisory Board Member 2009 current Abak Sp. z o.o., Board Chairman 2009 current Rank Progress S.A., Supervisory Board Member Rank Progress S.A., Supervisory Board Deputy Chairman Internet Media Services S.A., Supervisory Board Member Kopahaus S.A., Supervisory Board Chairman 2005 Lo Ka Sp. z o. o., Board Chairman 2005 PPM Polesie Sp. z o. o., Supervisory Board Member 2003 JTT Computer S.A., Board Chairman MCI Management S.A., Supervisory Board Member Wielton S.A., Board Chairman Page 93

94 Internet Designers S.A., Board Deputy Chairman, Financial Director 2000 Getin Service Provider S.A., Financial Director 1999 current PROFESCAPITAL Sp. z o.o., Board Chairman, shareholder The Group of Bank Zachodni S.A., trainee, inspector, specialist of the Department of Treasury, advisor of the Supervisory Board Chairman, Board Member, Capital Operations Director Dom Maklerski BZ S.A. Paweł Puterko does not perform any other activity outside Rank Progress, which would be important of the Issuing Party. The Partnerships, where Paweł Puterko is a member of administrative, management or supervisory organ of a partner, do not perform competition activities related to the Issuing Party. He does not have family connections with other members of administrative, management or supervisory organs and high-level managerial staff (described in p ch. d of the Appendix I to the Regulation 809). According to a submitted statement, Paweł Puterko in the last few years has: Is a Board Chairman and a shareholder of PROFESCAPITAL Sp. z o.o., is a Board Chairman of Abak Sp. z o.o., Supervisory Board Member of Rank Progress S.A., Supervisory Board Member of Microtech S.A., Was a Board Deputy Member of Internet Designers S.A., Board Chairman of Wielton S.A., Supervisory Board Member of MCI Management S.A., Board Chairman of JTT Computer S.A., Supervisory Board Member of PPM Polesie Sp. z o. o., Board Chairman of Lo Ka Sp. z o. o. Additionally, he was not a member of administrative, management and supervisory organs of any other companies, Is an owner of 40 shares of the PROFESCAPITAL Sp. z o.o. company, besides he does not own, nor he has owned, shares of any other entities in the last five years, Has not been charged with and found guilty of fraud, PROFESCAPITAL Sp. z o.o. manages, e.g. restructurisation projects of companies which are in a difficult economic situation. PROFESCAPITAL Sp. z o.o. has performed restructurisation projects of companies which are in a difficult economic situation from its very inception. Such projects were implemented, e.g. in the Wielton S.A. capital group (Wieluń), or Delko S.A. (Śrem). Paweł Puterko as the Board Chairman managed a financial restructurisation project in the Lo-Ka Sp. z o.o. company, a frozen food distributor. In 2005 PROFESCAPITAL Sp. z o.o. signed a contract with this company and its shareholders, related to restructurisation and obtaining permanent business profitability. At the moment the contract was signed, the company had very small sales, which did not allow it to reach the profitability threshold, huge debt in banks and to suppliers, as well as revoked limits of trade loans. This company was also a subject of vindication proceedings. The goal od PROFESCAPITAL Sp. z o.o. was to restore loan limits of the main suppliers, restoring trade circulation and turnover, reaching the profitability threshold and then restructurisation of obligations. This result has been temporarily obtained, but this success was a result of the summer season, when the consumption of ice-creams reaches its yearly top, which consisted a majority of Lo Ka s sales. After the season, sales have dramatically dropped again, the suppliers refused to continue trade limits and the restructurisation project became impossible to implement as a result. PROFESCAPITAL Sp. z o.o. terminated the contract with Lo-Ka, which in turn lodged a bankruptcy application, Has not acted as a member of administrative, management or supervisory organs and high-level management personnel (described in p ch. d of Appendix I to the Resolution 809) within the last five years, including his term, of companies which were declared bankrupt or in liquidation, or which were managed by receivership, Has not been subjected to official public charges by any statutory or regulatory organs (including renown professional organisations), Has not obtained a court decision forbidding him acting as a member of administrative, management or supervisory organs of any Issuing Party or forbidding him from participation in management or business execution of any Issuing Party. Piotr Kowalski Function in the Issuing Party: Supervisory Board Member Detailed description of knowledge and experience: Education: Higher Master of Arts, National Higher School of Arts/Painting in Poznań Professional experience: Page 94

95 2007 current Rank Progress S.A., Supervisory Board Member Own business activity, designing services interior designs,,brand -Oleśnica Piotr Emilian Kowalski does not perform any other activity outside Rank Progress, which would be important of the Issuing Party. The Partnerships, where Piotr Emilian Kowalski is a member of administrative, management or supervisory organ of a partner, do not perform competition activities related to the Issuing Party. He does not have family connections with other members of administrative, management or supervisory organs and high-level managerial staff (described in p ch. d of the Appendix I to the Regulation 809). According to a submitted statement, Piotr Emilian Kowalski in the last five years has: Not been a member of administrative, management or supervisory organs or a partner in any other commercial code companies, Has not been charged with and found guilty of fraud, Has not acted as a member of administrative, management or supervisory organs and high-level management personnel (described in p ch. d of Appendix I to the Resolution 809) within the last five years, including his term, of companies which were declared bankrupt or in liquidation, or which were managed by receivership, Has not been subjected to official public charges by any statutory or regulatory organs (including renown professional organisations), Has not obtained a court decision forbidding him acting as a member of administrative, management or supervisory organs of any Issuing Party or forbidding him from participation in management or business execution of any Issuing Party. Łukasz Kudryś Function in the Issuing Party: Supervisory Board Member Detailed description of knowledge and experience: Education: Higher Master of Law Science, University of Wrocław, lawyer Professional experience: 2005 current Set of chambers located in Świdnica, Rynek 34, own business activity Employee in set of chambers of adw. Ryszard Trusiewicz in Wrocław, ul. Świebodzka 2/ Judge s trainee Łukasz Ryszard Kudryś does not perform any other activity outside Rank Progress, which would be important of the Issuing Party. The Partnerships, where Łukasz Ryszard Kudryś is a member of administrative, management or supervisory organ of a partner, do not perform competition activities related to the Issuing Party. He does not have family connections with other members of administrative, management or supervisory organs and high-level managerial staff (described in p ch. d of the Appendix I to the Regulation 809). According to a submitted statement, Łukasz Ryszard Kudryś in the last five years has: Not been a member of administrative, management or supervisory organs or a partner in any other commercial code companies, Has not been charged with and found guilty of fraud, Has not acted as a member of administrative, management or supervisory organs and high-level management personnel (described in p ch. d of Appendix I to the Resolution 809) within the last five years, including his term, of companies which were declared bankrupt or in liquidation, or which were managed by receivership, Has not been subjected to official public charges by any statutory or regulatory organs (including renown professional organisations), Has not obtained a court decision forbidding him acting as a member of administrative, management or supervisory organs of any Issuing Party or forbidding him from participation in management or business execution of any Issuing Party. Page 95

96 14.2. Conflict of interests in the administrative, management and supervisory organs and with high-level managerial staff According to statements submitted by the Board members, Jan Mroczka, Dariusz Domsza and Mariusz Kaczmarek, they do not perform private activities or other duties, which would stay in conflict with the interest of the Issuing Party. According to statements submitted by the Supervisory Board Members - Andrzej Bartnicki, Paweł Puterko, Łukasz Kudryś, Piotr Kowalski and Jakub Górski they do not perform private activities or other duties, which would stay in conflict with the interest of the Issuing Party. Paweł Puterko, a Supervisory Board Member of the Issuing Party is simultaneously the Board Chairman and a shareholder of PROFESCAPITAL Sp. z o.o., serving as a Financial Advisor of the Issuing Party, however, the Issuing Party claims that Paweł Puterko does not have any private interest nor any other duties, which could contradict the interest of the Issuing Party. Noone of the said people was elected to the Patnership s bodies as a result of contract or agreement with significant shareholders, customers, suppliers or other people. There are no limitations agreed by the said people, related to sales of Issuing Party s securities owned by them at a definite time 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 highlevel managerial staff to their positions No contracts and agreements with significant shareholders, customers, suppliers of other people exist, which would form a basis of elevation of members of management and supervisory organs and high-level managerial stall to their positions, exlcuding Board election in the Rank Müller Jelenia Góra Sp. z o.o company. According to the Status of the Rank Progress S.A. Partnership, members of the Supervisory Board are chosen by the General Assembly and the Board members by the Supervisory Board. On the other hand, according to the foundation acts of the 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., E.F. Progress V Sp. z o.o., E.F. Progress VI Sp. z o.o., E.F. Progress VII Sp. z o.o., HIT Polska Zarząd Majątkiem Legnica 1 Sp. z o.o., Rank Prosper Skarżysko Kamienna Sp. z o.o. companies Board members in these companies are chosen by shareholders assemblies. In the KMM Sp. z o.o. in liquidation, a Liquidator has been selected. Additionally, according to the foundation act of Rank Müller Jelenia Góra Sp. z o.o., each of the current partners holds a right of choice of one Board member, thus Paweł Müller has the right to choose one Board member, while E.F. Progress II Sp. z o.o. the second one 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 The Board Chairman Jan Mroczka and the Supervisory Board Chairman Andrzej Bartnicki, holding Series B Shares each, have made statements on limitations of sales of shares owned by them. An identical statement has meen made by MB Progress Limited company, which is controlled by Jan Mroczka and Andrzej Bartnicki, and which owns Series A Shares. According to the contents of these statements, the said shareholders shall not sell Series A and B Shares owned by them within 9 months from the initial date of shares debut on the Stock Exchange or until March 31 st, 2011 whichever comes first. If the shareholders violate these statements, they are responsible for damages done according to genereal rules defined in the Civil Law Codex. 15. Salaries and other benefits Salaries of members of administrative, management and supervisory organs of the Issuing Party The Issuing Party has paid in 2009 the following gross salaries to the people forming the administrative, management and supervisory organs, which are presented in the tables below. Table: Gross salary of Board Members (in PLN). Board Member 2009 Page 96

97 Jan Mroczka Dariusz Domszy Mariusz Kaczmarek Source: Issuing Party Table: Gross salary of Supervisory Board Members (in PLN). Supervisory Board Member 2009 Andrzej Bartnicki Jakub Górski Paweł Puterko Łukasz Kurdyś Piotr Kowalski Source: Issuing Party The Board members and the Supervisory Board members were not paid their salaries on the basis of a bonus plan, profit sharing, as options for shares and they were not granted any natural benefits. In 2009, Board Members and Supervisory Board Members have not been paid any salaries by the dependent Partnerships Total amount reserved or collected by the Issuing Party or its dependent entities for pension benefits or other similar benefits The Issuing Party has not created reserves for pension benefits or for other similar benefits. 16. 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 The Board Jan Mroczka was elected to the Board on October 1 st, 2007 for a 3-year term as a Board Chairman. His term has started at the moment of making of this resolution and it ends on October 1 st, His term finishes not later than the date of General Assembly accepting the financial report for the tax year ending on December 31 st, Dariusz Domszy was elected to the Board on October 1 st, 2007 for a 3-year term as a Board Deputy Chairman. His term has started at the moment of making of this resolution and it ends on October 1 st, His term finishes not later than the date of General Assembly accepting the financial report for the tax year ending on December 31 st, Jan Mroczka was elected to the Board on October 1 st, 2007 for the position of Board Chairman. His term has started at the moment of making of this resolution and it ends on October 1 st, His term finishes not later than the date of General Assembly accepting the financial report for the tax year ending on December 31 st, The Supervisory Board Andrzej Bartnicki was elected the Supervisory Board Chairman on November 9 th, 2009, Paweł Puterko was elected a Supervisory Board Member on November 9 th, 2009, Piotr Kowalski was elected a Supervisory Board Member on November 9 th, 2009, Jakub Górski was elected the Supervisory Board Deputy Chairman on November 9 th, 2009, Łukasz Kurdyś was elected a Supervisory Board Member on November 9 th, The term of all aforementioned members of the Supervisory Board lasts until November 9 th, 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 The Board Chairman of the Supervisory Board, Jan Mroczka, holds this function as a result of election to the position of Board Chairman on October 1 st, Page 97

98 The Board Deputy Chairman Dariusz Domszy is employed on the basis of a managerial contract signed on November 1 st, According to the stipulations of the contract, it can be terminated upon the decision of one of the parties, with a 3- month notice period. The contract can be terminated any time by a mutual agreement. In the case of managerial contract recovation or termination, the Deputy Chairman of the Board will be obliged with a promise of abstaining from comptation activities for two years. The Partnership will pay the manager a reparation equal to 100% of the salary paid in the paid in the period of competition clause s effectiveness, for two years. The Board Member Mariusz Kaczmarek is employed on the basis of a managerial contract signed on July 1 st, According to the stipulations of the contract, it can be terminated upon the decision of one of the parties, with a 3-month notice period. The contract can be terminated any time by a mutual agreement. In the case of managerial contract recovation or termination, the Board Member will be obliged with a promise of abstaining from comptation activities for six months. The Partnership will pay the manager a reparation equal to 80% of the salary paid in the paid in the period of competition clause s effectiveness. The Issuing Party indicated that the rules of Supervisory Board members salaries result from the Resolution of the General Assembly of January 26 th, 2007 and from the Resolution of the General Assembly of November 9 th, According to the said resolutions, monthly salaries of the Supervisory Board members are as follows: Supervisory Board Chairman PLN, Supervisory Board Deputy Chairman PLN, Supervisory Board Member PLN. Additionally, the Issuing Party indicates, that in a case of dismissal or resignation before the end of the term, the Supervisory Board member in question loses all additional benefits by virtue of premature dismissal or resignation as a Supervisory Board member Audit Committee and Issuing Party s Salary Committee No Audit Committee or a Salary Committee has been created within the Supervisory Board of the Issuing Party. Because there are five members of the Supervisory Board total and there are no indpendent members, the Issuing Party deems a creation of a Salary Committee irrelevant, because its duties can be full executed by the entire Supervisory Board. However, the Board of the Issuing Party intends to recommend an election of a new Supervisory Board member by this organ at the next General Assembly, who would meet the requirements of art. 86 p. 4 of the Act on expert auditors and their selfgoverning bodies and on the public supervision, whereas this member shall be qualified in accounting or financial revision, as well as creation of an Audit Committee by the Supervisory Board Rules of corporate order According to the resolution dated February 13 th, 2008., the Board of the Issuing Party decided to keep a corporation in the Issuing Party, starting from the day the approval of circulation of the Issuing Party s shares on GPW in Warsaw, which are described in the resolution 12/1170/2007 of the Supervisory Board of the Stock Exchange dated July 4 th, 2007 ( Good Practice of the Companies quoted at GPW ). A proper report containing information on which of the rules are not applied, reasons for not applying a specific rule or methods planned to be used by the Issuing Party in order to miminize the risk of not applying the rules of corporate order will be published in the future as a current communication, in addition, contents of the Issuing Party s report shall be published o its website. Additionally, the Partnership decided that the Partnership will follow all rules of the corporation order, excluding the following rules: II.1 p.6, II.1 p.7 (until the Partnership obtains the status of a public partnership), III.1, III.7, III.8. The Issuing Party presented its justification of not adhering to the aforementioned rules. Rule N o II.1 p.6: The Partnership manages a corporate website and places there: ( ) Annual reports on the actions of the Supervisory Board, including works of its committees, together with an evaluation of the actions of the supervisory board along with an internal control system and a risk management system, important for the Partnership. This rule is not and will not be applied in the part related to reports on the works of committees and in the evaluation of the internal control system and the risk management system important for the Partnership, since no committees exist within the activity of the Supervisory Board. Rule N o II.1 p.7: The Partnership manages a corporate website and places there: ( ) Questions of the shareholders related to the issues included in the order of assembly, asked before and during the general assembly, together with answers to those questions. This rule is currently not applied. This rule will be applied, once the Partnership obtains the public partnership status. Rule N o III.1 p.1: Except for actions listed in legal regulations, the Supervisory Board should: once a year, perform and present during a normal general assembly a compact evaluation of the state of the Partnership, including evaluation of internal control system and risk management system, important for the Partnership. This rules is not and will not be applied in the part related to system evaluation. Because no committees exist within the Supervisory Board, which are Page 98

99 responsible for evaluation of the internal control system and risk management system significant for the company, the Supervisory Board will not present an evaluation of these systems to the general assembly. Rule N o III.7: At least one audit committee should function within the Supervisory Board. This committee should include at least member, which is independent from the Partnership and from the entities strictly related to the Partnership, competent in the area of accounting and finances. In partnerships, which have the Supervisory Board consisting of the minimal number of members provided by law, the Supervisory Board can perform the duties of the committee. This rule is not and will not be applied, since no committees function within the Supervisory Boards. The Partnership takes the stance, that separation of committees within the Supervisory Board has no justification. The Supervisory Board collegially works and makes decisions regarding competences of the committees. The Supervisory Board consists of members having proper knowledge and competences in this field. Within the Issuing Party no separate Audit Committee or a Salary Committee exists. On June 6 th, 2009, an act dated May 7 th, 2009 on expert auditors and their self-governing bodies, entitites approved for studying financial reports and on public supervision (Dz. U r., N o 77, pos. 649) went into effect, according to which, within the structure of a party issuing securitied approved for circulation on a regulated market of a EU member state, an audit committee should exist, consisting of at least 3 members elected from the members of the supervisory board. At least one member of the audit committee should meet conditions of independence defined in the act and should be qualified in accounting or financial revision. Because of this, the Issuing Party indicates that once its securities are approved for circulation, it will be necessary to elect an audit committee, which meets requirements defined in the said act, which may make changes in the staff of Supervisory Board necessary. Rule N o III.8: In the field of duties and functioning of committess acting within the Supervisory Board, the Appendix I to the Suggestion of the European Committee date February 15 th, 2005, on the role of non-executive directors ( ). This rule is not and will not be used by the Supervisory Board of Rank Progress S.A., because the N o 7 rule part III Good Practices used by the Supervisory Boards members is not applied. No committees function within the Supervisory Board. 17. Employees Total number of employees of the Issuing Party, divided according to the form of employment and functions performed The Issuing Party Because of the dynamic development of the Issuing Party in the period from December 31 st, 2006 to the date of Prospectus approval, total number of the Issuing Party s employees has increased. The number of people employed in the aforementioned period followed the pattern presented below: Table: Employment in the Issuing Party according to the form of employment. As of: People Employment contracts Including, Mandate contracts Task-specific contract The date of Prospectus approval Source: Issuing Party Table: Employment in the Issuing Party according to the functions. As of: Board and Directors Administration Other employees The date of Prospectus approval Source: Issuing Party The Issuing Party does not employ temporary (seasonal) personnel. Employees of the Issuing Party do their work service in Legnica. The Group of the Issuing Party Page 99

100 Page 100 Rank Progress S.A. Issue Prospectus With the exception of the E.F. Progress V Sp. z o.o. dependent company, other dependent companies of the Issuing Party did not employ workers in the period of Table: Employment in E.F. Progress V Sp. z o.o. according to the form of employment. Including, As of: People Employment contracts Mandate contracts Task-specific contract , The date of Prospectus approval Source: Issuing Party Table: Employment in E.F. Progress V Sp. z o.o. according to the functions As of: Board and Directors Administration Other employees , The date of Prospectus approval Source: Issuing Party With the exception of two people serving the Board-related functions, all other people employed in the E.F. Progress V Sp. z o.o. company do their work service in Kłodzko. The workplace of the Board is in Legnica. In other dependent companies, only people forming the Boards of these companies act on the basis of their foundation acts. Other dependent companies had the following number of people in their boards in the period covered by the historical financial information: as of the date of Prospectus approval and on June 30 th, 2009: 24 people, as of December 31 st, people, as of December 31 st, people, as of December 31 st, people Shares or options owned by the people forming the administrative, management and supervisory organs As of the date of Prospectus approval, members of the organs listed in p.14.1 Part III of the Prospectus Registration Document do not own shares of the Issuing Party, with the exception of: Jan Mroczka, serving as the Board Chairman of the Issuing Party, Andrzej Bartnicki, serving as the Supervisory Board Chairman of the Issuing Party. The levels of shares owned by the aforementioned people, along with participations in capital and votes during the GSA are presented in the table below. Table: Shares owned by people forming the administrative, management and supervisory organs. Shareholder N o of shares Capital % N o of votes % of votes Jan Mroczka Series A sh. 25,00% ,33% Andrzej Bartnicki Series A sh. 25,00% ,33% Source: Issuing Party Sirs Jan Mroczka and Andrzej Bartnicki are also indirect shareholders of the Partnership, through the MB Progress Capital Limited company, which is described in p.18.1 Part III of the Prospectus Registration Document. As of the date of Prospectus approval, none of the members of administrative, management and supervisory organs described in p.14.1 Part III of the Prospectus Registration Doucment has options on the shares of the Issuing Party Participation of employees in the capital of the Issuing Party As of the date of Prospectus approval, employees of the Issuing Party do not own shares of the Issuing Party. No agreements regarding participation of employees in the capital of the Issuing Party have been made for the future. 18. 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

101 Party or voting rights requiring registration according to the law of the Issuing Group s country As of the date of Prospectus approval, the only significant shareholder of the Partnership, with the exception of Board and Supervisory Board members, is the entity, whose data have been presented in the summary below. Table: Significant shareholders of the Issuing Party as of the date of Prospectus approval. Shareholder N o of shares % of capital N o of votes % of votes MB Progress Capital Limited ,07% ,05% Source: Issuing Party On November 27 th, 2007 Jan Mroczka and Andrzej Bartnicki brought Series B Shares of Spółki Rank Progress S.A., with a nominal value of 0,1 PLN each, as a contribution to the MB Progress Capital Limited located in Nicosia, Cyprus. As a return for the contribution, Jan Mroczka and Andrzej Bartnicki obtained shares, issue price 110 EUR each, in the increased capital of MB Progress Capital Limited. As a result of this transaction, MB Progress Capital Limited obtained 33,33% of votes in the General Assembly of Rank Progress S.A. MB Progress Capital Limited is an investment company, with Jan Mroczka and Andrzej Bartnicki being its shareholders, owning half of the total number of shares each. They are also direct shareholders of the Company, which is described in p.17.2 Part III Registration Document of the Prospectus. In the period of March 7 th, 2008 November 20 th, 2009, the MB Progress Limited Capital company has sold Series B Shares of Rank Progress S.A. to 21 entities. Additionally, the entities which purchased these shares, have signed contracts with the Issuing Party, which obliged these entities not the sell their Series B Shares until March 31 st, 2011 or within 6 months from the date of shares debut on the Stock Exchange (depending on which of these conditions is met first). If the shareholders violate their statments, they are responsible for damages done according to the general rules dfined in the Civil Law Codex Information about other voting rights related to the Issuing Party According to a statement of the Board of the Issuing Party, the shareholders are not entitled to voting rights other than those resulting from participation in company capital of the Issuing Party Designation of a dominating entity of the Issuing Party or an entity controlling the Issuing Party The Issuing Party and the Capital Group of the Issuing Party are not a part of another capital group, thus there is no dominant entity of 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 The Issuing Party does not know any agreements, which could result in a change in the methods of control over the Isssuing Party in the future. 19. Transactions with dependent entities In the period covered by the historical financial information studied and in the period from January 1 st, 2009 to December 31 st, 2009, and from January 1 st, 2010 to the date of Prospectus approval, the Issuing Party was a party of transactions with its dependent entities, which are presented below. With the exception of transactions presented below, no other significant transactions of unsettled saldos or reserves formed by the Partnership on particular balance dates in relation to transactions with the dependent entities, including Board Members or Supervisory Board Members. Additionally, the Issuing Party points out that all transactions presented below, made with dependent entities, were made under market conditions. In the period covered by studied, historical financial information and in the period from January 1 st, 2009 to December 31 st, 2009 and from January 1 st, 2010 to the date of Prospectus approval, the Issuing Party was a party in transactions made with related people as defined in MSR 24, accepted according to the (EU) regulation N o 1606/2002. Because of the definitions resulting from MSR 24, the following entites should be interpreted as related to Rank Progress S.A.: Hit Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. Rank Progress S.A. has 100% of shares of this company and the same number of votes at the shareholders assembly, E.F. Progress I Sp. z o.o. Rank Progress S.A. has 100% of shares of this company and the same number of votes at the shareholders assembly, Page 101

102 Page 102 Rank Progress S.A. Issue Prospectus E.F. Progress II Sp. z o.o. Rank Progress S.A. has 100% of shares of this company and the same number of votes at the shareholders assembly, E.F. Progress III Sp. z o.o. Rank Progress S.A. has 100% of shares of this company and the same number of votes at the shareholders assembly, E.F. Progress IV Sp. z o.o. Rank Progress S.A. has 100% of shares of this company and the same number of votes at the shareholders assembly, E.F. Progress V Sp. z o.o. Rank Progress S.A. has 100% of shares of this company and the same number of votes at the shareholders assembly, E.F. Progress VI Sp. z o.o. Rank Progress S.A. has 100% of shares of this company and the same number of votes at the shareholders assembly, E.F. Progress VII Sp. z o.o. Rank Progress S.A. has 100% of shares of this company and the same number of votes at the shareholders assembly, KMM Sp. z o.o. Rank Progress S.A. has 100% of shares of this company and the same number of votes at the shareholders assembly, Rank Müller Jelenia Góra Sp. z o.o. it is an entity, in which the dependent company of the Issuing Party E.F. Progress II Sp. z o.o. has 54 % of shares of this company and 50 % of votes at the shareholders assembly, Rank Prosper Skarżysko Kamienna Sp. z o.o. Rank Progress S.A. has 100% of shares of this company and the same number of votes at the shareholders assembly, Colin Holdings Limited Rank Progress S.A. has 100% of shares of this company and the same number of votes at the shareholders assembly, MB Progress Capital Limited a Cyprus law company, the shareholders of which are Jan Mroczka and Andrzej Bartnicki, i.e. significant shareholders of the Issuing Party, and this company owns 42,07 % of shares of the Issuing Party, People being the Board members and their close family relatives, People being the Supervisory Board members and their close family relatives, Entities related to people forming the powers of the Partnership Spółki and to their close family relatives, Shareholders of the Partnership: Jan Mroczka, Andrzej Bartnicki and MB Progress Capital Limited Cyprus law company, the shareholders of which are Jan Mroczka and Andrzej Bartnicki. In the period covered by studied, historical financial information and in the period from January 1 st, 2009 to December 31 st, 2009 and from January 1 st, 2010 to the date of Prospectus approval, the Issuing Party was a party in the transactions with related (dependent) entites, presented below. With the exception of transactions presented below, no other significant transactions of unsettled saldos or reserves formed by the Partnership on particular balance dates in relation to transactions with the dependent entities, including Board Members or Supervisory Board Members. Additionally, the Issuing Party points out that all transactions presented below, made with dependent entities, were made under market conditions The period from January 1 st, 2010 to the date of Prospectus approval Mutual turnover and unsettled saldos of mutual debts and active debts by the virtue of transactions described and presented below, made since January 1 st, 2010, totalled (data in PLN): E.F. Progress I Sp. z o.o. Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent 366,00 122,00 - Accounting services sales , ,00 - Reinvoincing other costs ,027 0,07 - Investment replacement services sales , ,00 - Payments made for capital , ,00 - E.F. Progress II Sp. z o.o. Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent 366,00 488,00 - Accounting services sales 4 270, ,00 - Payment for capital related to the company capital 4 266,88 - increase -

103 E.F. Progress III Sp. z o.o. Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Loans obtained ,00 Loan payment , Interest rates on loans , ,72 - Interest rates on loans - payments , Office rent 366,00 122,00 - Accounting services sales 5 490, ,00 - Salary for real estate management 2 200,88 550,22 - Reinvoicing of other costs 9 524, ,00 Return of real estate rent in Zamość , Payment for capital related to the company capital increase , ,00 E.F. Progress IV Sp. z o.o. Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent 366, ,00 - Accounting services sales , ,00 - Reinvoicing marketing service ,32 - Reinvicing design of spatial development plan , ,00 Payments for capital , E.F. Progress V Sp. z o.o. Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Loans obtained , ,00 Loans payment , Interest rates on loans , ,56 Interest rates on loans - payment , Office rent 366,00 122,00 - Accounting services sales , ,00 - Management services sales , ,36 - Payment for capital related to the company capital increase E.F. Progress VI Sp. z o.o. Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent 366,00 122,00 - Accounting services sales 5 490, ,00 - Reinvoicing other costs 2 288, Payment for capital related to the company capital increase , ,09 - E.F. Progress VII Sp. z o.o. Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent 1 464,00 488,00 - Page 103

104 Accounting services sales , ,00 - Investment replacement services sales 5 830, ,00 - Payment for capital related to the company capital increase , ,00 - HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Loans obtained ,01 Interest on loans , ,58 Office rent 1 464,00 122,00 - Accounting services sales , ,00 - KMM Sp. z o.o. w likwidacji Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Loans obtained ,44 Interest on loans , ,86 Accounting services sales 2 928, ,00 - Rank Prosper Skarżysko Kamienna Sp. z o.o. Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent 1 464, Accounting services sales , Payment for capital related to the company capital increase , ,00 MB Progress Capital Limited Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Salary for secured loan , ,00 Rank Muller Jelenia Góra Sp. z o.o. Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Reinvoicing marketing materials 4 962, ,00 - Investment replacement services sales , ,04 - Payment for capital related to the company capital increase by E.F. Progress II ,12 - Klub Con Cuore Małgorzata Mroczka Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent 4 392, ,00 - Catering services purchase ,01 251, ,00 PATI Mariola Bartnicka Turnover in PLN Active debts as of the date of Prospectus approval Debts as of the date of Prospectus approval in PLN Page 104

105 in PLN Office rent , ,69 - Easy Promotion S.C. M. Mroczka, D. Zboralski Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent Dariusz Domszy Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Settlement of business travels costs ,23 - Jan Mroczka Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Settlement of business travels costs 8 685, ,71 - Małgorzata Mroczka Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Settlement of business travels costs Mariola Bartnicka Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Settlement of business travels costs "BRAND" Piotr Kowalski Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Investment supervision services purchase , ,00 - Car rent 7 320, ,00 - Reinvoicing flight tickets 3 810, ,59 - Reinvoicing participation in real estate fair ,50 - Kancelaria Adwokacka Łukasz Kurdyś Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Legal advisory services Car rent KMG Lawyers & Advisors Łukasz Kurdyś, Michał Miłoń, Jakub Górski s.c. Turnover in PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Legal advisory services , ,00 - Page 105

106 Page 106 Rank Progress S.A. Issue Prospectus Car rent 9 760, ,00 - Additionally, in the period from January 1 st, 2010 to the date of Prospectus approval, the Issuing Party has paid the following gross salaries of people forming the administrative, management and supervisory organs. Table: Salaries of Board members (in PLN). From January 1 st, to the date of Prospectus approval Board Member Jan Mroczka Dariusz Domszy Mariusz Kaczmarek Source: Issuing Party Gross salaries of Supervisory Board members of Rank Progress S.A.: Table: Salaries of Supervisory Board System (in PLN). From January 1 st, to the date Supervisory Board Member of Prospectus approval Andrzej Bartnicki Jakub Górski Paweł Puterko Łukasz Kurdyś Piotr Kowalski Source: Issuing Party Rok 2009 By virtue of transactions presented and described below, made from January 1 st, 2009 to December 31 st, 2009 mutual turnovers and unsettled amounts of debts and active debts totalled (data in PLN): E.F. Progress I Sp. z o.o. Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent 1 464,00 488,00 - Accounting services sales , ,00 - Reinvoicing costs of Patent Office proceedings 4 654, Investment replacement service costs , ,00 - Reinvoicing Court proceedings payment , ,00 - Payments for capital , E.F. Progress II Sp. z o.o. Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent 1 464,00 488,00 - Accounting services sales , ,00 - Payments to capital rel. to the company capital , ,12 increase - Active debts as of Debts as of the date the date of E.F. Progress III Sp. z o.o. Turnover PLN of Prospectus Prospectus approval approval in PLN in PLN Loans obtained , ,00 Interest rates on loans , ,72 Office rent 1 464,00 122,00 - Accounting services sales , ,00 -

107 Real estate sales , Salary for real estate management 6 602, Reinvoicing deconstruction works , Reninvoicing other costs , ,00 - Return for rent of real estate in Zamość , ,40 Payments to capital rel. to the company capital increase , ,00 E.F. Progress IV Sp. z o.o. Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent 1 464,00 732,00 - Accounting services sales , ,00 - Reinvoicing marketing services ,32 - Reinvoicing spatial development plan , ,00 Payments for capital , E.F. Progress V Sp. z o.o. Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Loans obtained , ,00 Interest rates on loans , ,23 Office rent 1 464,00 122,00 - Accounting services sales , ,00 - Investment replacement service costs , Sales construction materials 8 046, Sales warehouse services 4 880, Sales - CH Twierdza management services , ,90 - Company car rent 6 140, Notebook sales 1 830, ,00 - Reinvoice costs of Patent Office proceeding 4 654, Reinvoice commercialisation costs , Reinvoice author s supervision , Reinvoice water network and sewage connection ,00 Reinvoice other costs , Reinvoice graphical services purchase 2 696, Reinvoice of parcel division costs - zakup 5 124, Wall tiles purchase , ,79 Payments to capital rel. to the company capital increase , E.F. Progress VI Sp. z o.o. Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent 1 464,00 488,00 - Accounting services sales , ,00 - Reinvoice costs of Patent Office proceedings 7 041, Payments to capital rel. to the company capital increase , ,91 Page 107

108 E.F. Progress VII Sp. z o.o. Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent 1 464,00 488,00 - Accounting services sales , ,00 - Reinvoice visualisations 5 830, ,00 - Investment replacement service sales , ,00 - Payments to capital rel. to the company capital increase , ,00 - HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Loans obtained ,81 Interest rates on loans , ,81 Office rent 1 464,00 122,00 - Accounting services sales , ,00 - KMM Sp. z o.o. w likwidacji Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Loans obtained ,44 Interest rates on loans , ,86 Accounting services sales 2 928,00 244,00 - Rank Prosper Skarżysko Kamienna Sp. z o.o. Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent 1 464, Accounting services sales , Payments to capital rel. to the company capital increase MB Progress Capital Limited , ,00 Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Salary for loan security , ,00 Rank Muller Jelenia Góra Sp. z o.o. Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Reinvoice costs of Patent Office proceedings 4 654, Reinvoice marketing materials 3 977, ,20 - Reinvoice costs of authenticated deed 2 527, ,84 - Reinvoice real estate evaluation 4 209, ,00 - Real estate purchase in Zgorzelec , Investment replacement service sales , Payments to capital rel. to the company capital increase by E.F. Progress II , ,12 - Page 108

109 Klub Con Cuore Małgorzata Mroczka Turnover PLN Rank Progress S.A. Issue Prospectus Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent , ,00 - Catering services purchase , ,00 PATI Mariola Bartnicka Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent ,50 847,52 - Settlements by virtue of marketing 100, Easy Promotion S.C. M. Mroczka, D. Zboralski Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Office rent , ,34 - Dariusz Domszy Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Business trips costs settlement , ,23 - Jan Mroczka Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Business trips costs settlement , ,18 - Małgorzata Mroczka Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Business trips costs settlement 646, Mariola Bartnicka Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Business trips costs settlement 646, "BRAND" Piotr Kowalski Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Investor supervision service purchase , ,00 Car rent , ,00 - Reinvoice participation in real estate fair 7 469, ,50 - Reinvoice flight tickets ,59 - Page 109

110 Kancelaria Adwokacka Łukasz Kurdyś Turnover PLN Rank Progress S.A. Issue Prospectus Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Legal advisory services , Car rent 7 320, KMG Lawyers & Advisors Łukasz Kurdyś, Michał Miłoń, Jakub Górski s.c. Page 110 Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Legal advisory services , Car rent , Colin Holdings Limited Turnover PLN Active debts as of the date of Prospectus approval in PLN Debts as of the date of Prospectus approval in PLN Payment for capital 4 701, In addition, the Issuing Party paid in 2009 the following gross salaries to the people being members of administrative, management and supervisory organs. Table: Salaries of Board members (in PLN). Board Member 2009 Jan Mroczka Dariusz Domszy Mariusz Kaczmarek Source: Issuing Party Amounts of gross salaries paid to the Supervisory Board members of Rank Progress S.A.: Table: Salaries of Supervisory Board Members (in PLN). Supervisory Board Member 2009 Andrzej Bartnicki Jakub Górski Paweł Puterko Łukasz Kurdyś Piotr Kowalski Source: Issuing Party Mutual turnover and unsettled saldos of mutual debts and active debts by the virtue of transactions described and presented below, totalled (data in PLN): E.F. Progress I Sp. z o.o. Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Office rent 1 464,00 122,00 - Accounting services sales 7 320,00 610,00 - Reinvoices of construction materials costs 336, Payment for capital related to the company capital increase E.F. Progress II Sp. z o.o. Turnover in 2008 in PLN , Active debts as of in PLN Debts as of in PLN Office rent 1 464,00 122,00 - Accounting services sales 7 320,00 610,00 - Reinvoices of construction materials costs 336,72 - -

111 Payment for capital related to the company capital increase , ,00 E.F. Progress III Sp. z o.o. Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Office rent 1 464,00 122,00 - Accounting services sales 7 320,00 610,00 - Real estate sales , Salary for real estate management 1 100, ,44 - Reinvoices of construction materials costs 336, Reinvoice perpetual use fee for grounds in Zamość , ,36 - Reinovice deconstruction works , ,11 - Reinvoice excluding grounds from agricultural production 1 922, ,30 - Reinvoice - Shopping Center advertisement 2 039, Reinvoice exploitation fees 9 556, ,40 - Reinvoice construction project fees , ,60 - Return for rent in Zamość , Payment for capital related to the company capital increase , ,60 E.F. Progress IV Sp. z o.o. Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Office rent 1 464,00 122,00 - Accounting services sales 7 320,00 87,00 - Reinvoices of construction materials costs 336, Reinvoice marketing service , ,32 - Reinvoice of business trip costs 523, Payment for capital related to the company capital increase E.F. Progress V Sp. z o.o , Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Office rent 1 464,00 122,00 - Accounting services sales 7 320,00 610,00 - Investment replacement services sales , Construction materials sales , Warehousing services sales 2 440, ,00 - Reinvoice perpetual use fee 94, Reinvoice exclusion from agricultural production , Reinvoice translation 1 415, Reinvoices of construction materials costs 336, Reinvoice expenses on CH Twierdza construction , Reinvoice commercialisation costs , ,06 - Reinvoice obtaining permission for construction , Reinvoice connection to gas network , Reinvoice marketing plan development 6 710, Reinvoice press advertisement 2 039, Reinvoice IT services 1 719,16 789,32 - Page 111

112 Reinvoice advertising costs 585,60 585,60 - Reinvoice fee for connection to electric network Payment for capital related to the company capital increase E.F. Progress VI Sp. z o.o , , , ,00 Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Office rent 610,00 122,00 - Accounting services sales 6 100, ,00 - Payment for capital , E.F. Progress VII Sp. z o.o. Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Office rent 610,00 244,00 - Accounting services sales 6 100, ,00 - Payment for company capital , ,00 HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Loans obtained , ,01 Payment of interest rates on loans , ,85 Office rent 1 464,00 122,00 - Accounting services sales 7 320,00 610,00 - Reinvoices of office materials costs 336, Payment for capital related to the company capital increase KMM Sp. z o.o. Turnover in 2008 in PLN , Active debts as of in PLN Debts as of in PLN Loans obtained ,44 Interest rates on loans , ,12 Accounting services sales 976, Reinvoice court fee 720, Reinvoice authenticated deed costs 1 005, Reinvoice announcement in Monitor Sądowy (Court Monitor) 371, Rank Prosper Skarżysko Kamienna Sp. z o.o. Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Office rent 366,00 122,00 - Accounting services sales 3 660, ,00 - Payment for capital related to the company capital increase , ,00 MB Progress Capital Limited Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Salary for securing a loan , ,00 Rank Muller Jelenia Góra Sp. z o.o. Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Reinvoice graphical project design 5 392,40 Reinvoice visualisations 5 490, Page 112

113 Reinvoice commercialisation costs 8 952, Payment for capital by E.F. Progress II , Klub Con Cuore Małgorzata Mroczka Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Office rent , Catering services purchases , PATI Mariola Bartnicka Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Office rent , ,28 - Easy Promotion S.C. M. Mroczka, D. Zboralski Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Office rent , ,38 - Dariusz Domszy Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Settlement of business trip costs , ,55 - Pre-payments for business trips 627, Jan Mroczka Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Loans obtained and paid back , Interest rates on loans 1 868, Settlement of business trip costs , ,19 - Małgorzata Mroczka Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Loan payments , Payment of interest rates on loans , Settlement of business trip costs 646,99 646,99 - Mariola Bartnicka Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Loan payments , Payment of interest rates on loans , Settlement of business trip costs 646,99 646,99 - Kaczmarek Mariusz Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Settlement of business trip costs 7 686, Kowalski Piotr Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Settlement of business trip costs 8 540, "BRAND" Piotr Kowalski Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Investment supervision services purchase , ,00 Settlement of business trip costs , Car rent , ,42 - Page 113

114 Biuro Obsługi i Realizacji Inwestycji Budowlanych "GLOB-BUD" Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Investment supervision services purchase , ,24 PROFESCAPITAL Sp. z o.o. Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN IPO project management , Kancelaria Adwokacka Łukasz Kurdyś Turnover in 2008 in PLN Active debts as of in PLN Debts as of in PLN Legal advisory services , Car rent , Additionally, the Issuing Party paid in 2008 the following salaries of people forming administrative, management and supervisory organs. Table: Salaries of Board Members (in PLN). Board Member 2008 Jan Mroczka Dariusz Domszy Mariusz Kaczmarek Source: Issuing Party In addition to the aforementioned salaries, Board Members had the right to use business cars and cell phones. Amounts paid to the members of Supervisory Board of Rank Progress S.A.: Table: Salaris of Supervisory Board Members (in PLN). Supervisory Board Members 2008 Andrzej Bartnicki Jakub Górski Paweł Puterko Łukasz Kurdyś Piotr Kowalski Grzegorz Kołcz Source: Issuing Party Mutual turnover and unsettled saldos of mutual debts and active debts by the virtue of transactions described and presented below, performed in 2007, totalled as of December 31 st, 2007 (data in PLN): E.F. Progress I Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Office rent 1 152,00 122,00 - Accounting services sales 1 830,00 610,00 - E.F. Progress II Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Office rent 1 152,00 122,00 - Page 114

115 Accounting services sales 1 830,00 610,00 - E.F. Progress III Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Office rent 1 464,00 122,00 - Accounting services sales 1 830,00 610,00 - E.F. Progress IV Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Office rent 1 464,00 122,00 - Accounting services sales 1 830,00 610,00 - E.F. Progress V Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Office rent 1 464,00 122,00 - Accounting services sales 1 830,00 610,00 - Payment for capital related to the company capital increase , HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Loans payment , ,47 Interest rates on loans , ,99 Office rent 1 464,00 122,00 - Accounting services sales 1 830,00 610,00 - KMM Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Loans obtained ,44 Interest rates on loans , ,66 Klub Con Cuore Małgorzata Mroczka Turnover in PLN Active debts as of in PLN Debts as of in PLN Office rent , ,00 - Catering services purchases , ,00 PATI Mariola Bartnicka Turnover in PLN Active debts as of in PLN Debts as of in PLN Office rent ,21-0,04 Easy Promotion S.C. M. Mroczka, D. Zboralski Turnover in PLN Active debts as of in PLN Debts as of in PLN Office rent , ,23 - Page 115

116 Gazeta Piastów Śląskich Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Office rent 2 196, ,90 - Advertising services purchase , Dariusz Domszy Turnover in PLN Active debts as of in PLN Debts as of in PLN Settlement of business trip costs , ,46 - Pre-payments 90,00 Jan Mroczka Turnover in PLN Active debts as of in PLN Debts as of in PLN Settlement of business trip costs , Net payments to the owner , Andrzej Bartnicki Turnover in PLN Active debts as of in PLN Debts as of in PLN Net payment to the owner , Małgorzata Mroczka Turnover in PLN Active debts as of in PLN Debts as of in PLN Loans obtained ,00 Interest rates on loans 850, ,09 Mariola Bartnicka Turnover in PLN Active debts as of in PLN Debts as of in PLN Loans obtained ,00 Interest rates on loans 2 625, ,81 Grzegorz Kołcz Turnover in PLN Active debts as of in PLN Debts as of in PLN Settlement of business trip costs 300, Piotr Kowalski Turnover in PLN Active debts as of in PLN Debts as of in PLN Settlement of business trip costs , "BRAND" Piotr Kowalski Turnover in PLN Active debts as of in PLN Debts as of in PLN Construction supervisory services purchase , Settlement of business trip costs 4 402, Page 116

117 Biuro Obsługi i Realizacji Inwestycji Budowlanych "GLOB-BUD" Turnover in PLN Active debts as of in PLN Debts as of in PLN Construction supervisory services purchase , ,00 PROFESCAPITAL Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Consulting service , Reinvoince IPO catalogue print 4 483, Rank Muller Jelenia Góra Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Payment for capital related to the company capital increase by E.F. Progress II , The Issuing Party has paid in 2007 the following salaries to people forming the administrative, management and supervisory organs. Table: Salaries of the Board Members (in PLN). Board Member 2007 Jan Mroczka Dariusz Domszy Source: Issuing Party In addition to the aforementioned salaries, the Board members also had the right to use business cars and cell phones. Amounts paid to the members of the Supervisory Board of Rank Progress S.A.: Table: Salaries of the Supervisory Board Members (in PLN). Członek Rady Nadzorczej 2008 Andrzej Bartnicki Jakub Górski Paweł Puterko Piotr Dębski Piotr Kowalski Grzegorz Kołcz Source: Issuing Party Mutual turnover and unsettled saldos of mutual debts and active debts by the virtue of transactions described and presented below, totalled as of December 31 st, 2007 (data in PLN): E.F. Progress I Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Payment for company capital , E.F. Progress II Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Payment for company capital ,00 - Page 117

118 E.F. Progress III Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Office rent 122,00 122,00 - Payment for company capital , E.F. Progress IV Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Office rent 122,00 122,00 - Payment for company capital , E.F. Progress V Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Office rent Payment for company capital , HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Loan payments , ,47 Interest rates on loans , ,34 Office rent 1 464,00 122,00 - KMM Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Loan payments , ,44 Interest rates on loans , ,74 Klub Con Cuore Małgorzata Mroczka Turnover in PLN Active debts as of in PLN Debts as of in PLN Reinvoice equipment purchase , Catering services purchase 6 832, PATI Mariola Bartnicka Turnover in PLN Active debts as of in PLN Debts as of in PLN Office rent 7 236, ,29 - Easy Promotion S.C. M. Mroczka, D. Zboralski Turnover in PLN Active debts as of in PLN Debts as of in PLN Office rent ,03-579,43 Gazeta Piastów Śląskich Sp. z o.o. Turnover in PLN Active debts as of in PLN Debts as of in PLN Office rent 1 841, ,71 - Reinvoice of printing services 5 285, ,19 - Marketing services purchase 1 342, ,00 Payment for company capital , Page 118

119 Jan Mroczka Turnover in PLN Active debts as of in PLN Debts as of in PLN Payment to the owner , Andrzej Bartnicki Turnover in PLN Active debts as of in PLN Debts as of in PLN Payment to the owner , Małgorzata Mroczka Turnover in PLN Active debts as of in PLN Debts as of in PLN Loans obtained , ,00 Interest rates on loans , ,53 Mariola Bartnicka Turnover in PLN Active debts as of in PLN Debts as of in PLN Loans obtained , ,00 Interest rates on loans , , Financial information on assets and credits of the Issuing Party, its financial situation and profits and losses Historical financial information Introduction Historical financial information of the Group of the Issuing Party are created according to International Standards of Financial Reporting In this chapter, historical financial information of the Group of the Issuing Party have been presented, covering the period from January 1 st, 2006 to December 31 st, 2006, from January 1 st, 2007 to December 31 st, 2007 and from January 1 st 2008 to December 31 st, 2008 prepared according to International Standards of Financial Reportin (ISFR), approved for application within the EU. The Issuing Party is a dominating entity in a capital group, thus, according to the requirement of Appendix I position 20.1, position 20.3, position 20.6 of the Committee Regulation (EC) N o 809/2004 dated April 29 th, 2004 executing the 2003/71/EC Directive of the European Parliament and of the Council on information contained in issues prospectuses and their form, inclusion by reference and publishing such issue prospectuses and advertisement propagation (Dz. Urz. EU. L 2004 N o 148) and on the basis of Recommendations of the Committee of European Supervisors of the Security Market (CESR) on the coherent implementation of the Committee Regulation N o 809/2004 (document CESR/05-054b dated February 2005), The Issuing Party presents historical financial information for the period in the Prospectus, prepared according to International Standards of Financial Reporting, which were approved by the European Union. Basis of creation Historical and mid-year financial information have been prepared on the basis of financial reports of units forming the Group of the Issuing Party and summarised in such a way, that the Group would form a single unit. Historical financial information include financial reports of the dominating unit RANK PROGRESS S.A. oraz and financial reports of dependent companies, controlled by the dominating unit. RANK PROGRESS S.A. ( Dominating Unit ) was created on the basis of resolution made by partners of the Bartnicki, Mroczka E.F. RANK PROGRESS Spółka jawna partnership, dated October 1 st, 2007, by a transformation of general partnership into a stock partnership. This stock partnership was registered in the National Court Register on October 10 th, Because of the above, the historical financial information cover proper consolidated financial information of the Gapital Group Bartnicki, Mroczka E.F.RANK PROGRESS Spółka jawna (later in text RANK PROGRESS Capital Group ) for the period ending on the day of legal form transformation. Page 119

120 Presented financial information include e.g.: - Consolidated balance as of December 31 st, 2008, consolidated account of profits and losses, consolidated account of monetary flows, consolidated summary of own capital changes for the period of 12 months, ended on December 31 st, 2008, - Consolidated comparison data for 2007, consisting of: consolidated balance as of December 31 st, 2007, consolidated account of profits and losses, consolidated account of monetary flows, consolidated summary of own capital changes for 2007 as a total, consolidated financial report for the period from January 1 st, to October 9 th, 2007 for the period of general partnership activity and for the period from October 10 th, to December 31 st, 2007 for the period of stock partnership activity, - Consolidated comparison data for 2006 of the legal predecessor of the stock partnership, i.e. Bartnicki, Mroczka E.F. RANK PROGRESS Spółka jawna, Historical financial information were corrected with amounts of mutual incomes, costs, unsettled profits and settlements resulting from transactions between the units of the Group. Unitary financial reports forming the basis for preparing historical financial information were created under the assumption of continuity of business activity of units forming the Group of the Issuing Party in the predictable future and on the basis of opinion, that no circumstances indicating a threat to that continuity exist, with the sole exception of KMM Sp. z o.o. in liquidation, which has been declared in liquidation in Assets and credits evaluation methods and estimation of financial results are used in a continuous way. Historical financial information has been presented in Polish currency ( PLN ) and expressed in thousands of Polish zlotys. Unitary finanacial reports of the Dominating Unit and of the dependent companies for the period of were created according to the Act on accounting, and for the needs of preparing historical financial information, they have been adjusted to ISFR 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. We have performed a study of historical consolidated financial information of the RANK PROGRESS S.A. Capital Group ( Group ) presented by the Issuing Party in this Prospectus, as of December 31 st, 2008, December 31 st, 2007 and December 31 st, 2006 ( appended historical consolidated financial information of the Group ), prepared according to the International Standards of Financial Reporting, which have been approved by the EU, for the needs related to this Prospectus and according to the requirements of Committee Regulation (EC) N o 809/2004 dated April 29 th, 2004, executing th 2003/71/EC Directive of the European Parliament and of the Council on the information contained in issues prospectuses and their form, inclusion by reference and publication of such issue prospectuses and advertisement propagation. The Board of the Issuing Party is responsible for reliability and clarity of appended consolidated financial information, and for the correctness of their preparation. Our task was to study the appended historical financial information and giving an opinion on their reliability and clarity. The study of appended, consolidated financial information was performed according to the effective legal regulations and professional norms, according to the regulations of: - chapter 7 of the Act of September 29 th, 1994 on accounting (Dz. U. dated 2009 N o 152, pos. 1223, with later changes), and - practices of studying financial reports, applied in Poland, and - international standards of financial revisions so a rational certainity can be obtained, that the appended historical consolidated financial information do not contain significant incorrectnesses. The study included, in particular, checks of correctness of application of accounting rules (policies), checking mostly in a random way accounting entries and proofs, which give numbers and information included in appended historical consolidated financial, as well as a global evaluation of appended historical consolidated financial information. We think that our study gave us adequate basis for giving out an opinion on the appended historical consolidated financial information, treated as a whole. In our opinion, the appended historical consolidated financial information of the Group prepared according to the nternational Standards of Financial Accounting, which have been approved by the EU, reliably and clearly present all information significant in the evaluation of material and financial situation of the Group as of December 31 st, 2008, Page 120

121 December 31 st, 2007, December 31 st, 2006 as well as of activity results, capital changes and monetary assets flow, for the respective years ending on the aforementioned dates. Without restrictions related to the correctness and reliability of the historical financial data, we hereby inform, that financial reports of 10 dependent companies covered by these historical financial information, which participated in the balance account as of December 31 st, 2008 at the level of 8,7%, were not studied by the expert auditor. This is consistent with regulations of art. 64 of the Act on accounting. Dariusz Sarnowski Expert Auditor Evidence number HLB Sarnowski & Wiśniewski Sp. z o.o Poznań, ul. Bluszczowa 7 Entity approved to study financial reports, registered in the list of approved entities managed by KIBR, with the evidence number 2917 Poznań, December 23 rd, Information about opinions of the expert auditor on particular years presented in this chapter The Expert Auditor has performed (for the needs of the Prospectus) a study of consolidated financial data of RANK ROGRESS S.A. Capital Group presented in the Prosepctus, as of December 31 st, 2008 December 31 st, 2007 and December 31 st, 2006 and for the years ending on these dates, created according to the International Standards of Financial Reporting, which have been approved by the EU. The opinion on the historical financial information was presented in p Part III of the Prospectus Registration Document. Consolidated financial reports of the Issuing Party for years ending on December 31 st, 2008 and December 31 st, 2007 have been studied by the Expert Auditor. The Issuing Party has not prepared a consolidated financial result for the year ending on December 31 st, 2006, since there was no obligation to do so. Historical financial information contained in this Prospectus for the year ending on December 31 st, 2006, have been prepared only for the needs of this Prospectus and they have been a subject of study performed by the Expert Auditor, as indicated above. The opinion of Expert Auditor on the consolidated financial report on the year ending on December 31 st, 2008, contained, while the opinion of the expert advisor on the consolidated financial report for the year finished on December 31 st, 2007 contained an explanation related to the transformation of the legal form of the Issuing Party from a general partnership to the stock partnership and to the effects of this transformation on presentation of selected elements in the financial report presented on the basis of the consolidated financial report of the legal predecessor, i.e. Bartnicki, Mroczka E.F. Rank Progress Spółka jawna. The opinions of the Expert Auditor on consolidated financial reports for the years ending on December 31 st, 2008, December 31 st, 2007, have been presented in p.20.4 Part III Registration Document of the Prospectus Historical financial information of the Capital Group of the Issuing Party prepared according to the ISFR All values presented in this chapter are expressed in thousands of zlotys ( tys. PLN ), unless stated otherwise. 1. Consolidated Balance Assets Note Real estates Fixed assets under construction Page 121

122 Other fixed assets Non-material values Company value Active debts and other assets Assets by virtue of delayed tax Fixed assets Reserves Active debts and other assets Loans granted Monetary assets Current assets Total assets Credits Note Share capital Reserve capital Profits held / uncovered losses including net profit Own capital assigned to shareholders of the Dominating Unit Minority participation Own capital Financial obligations Other obligations Reserve by virtue of delayed income tax Long-term obligations Financial obligations Obligations by virtue of supplies and services Reserves Other obligations Short-term obligations Total credits Consolidated account of profits and losses Details Note Continued activity Sales income Page 122

123 Goods and services sales income Goods sales income Change of goods levels Current activity costs Value of goods sold Materials and energy usage External services Other costs Sales profit Evaluation of investment real estates to their fair value Other current income Other current costs Current activity profit Financial income Financial costs Gross profit Income tax Net profit from z działalności kontynuowanej Abandoned activity Net profit from abandoned activity Net profit for the tax year Assigned to shareholders of the dominating unit Assigned to minor shareholders Basic profit per share in the reporting period (in PLN) 36 0,15 1,51 2,84 Diluted profit per share in the reporting period (in PLN) 0,15 1,51 2,84 3. Consolidated account of monetary flow MONETARY FLOW ACCOUNT Flow of monetary assets from current activity Gross profit Corrections Evaluation of real estates to their fair value Minority profits Depreciation Currency rate differences Interest rates Profit (loss) on investment activity Page 123

124 Change of reserve levels Change of supplies levels Change of active debt levels Change of short-term obligations levels Change of interperiodic settlements levels Income tax Other corrections Net monetary flows from current activity Flow of monetary assets from investment activity Income Disposal of tangible fixed assets and non-material values Granted loans payment From other financial assets Expenses Purchase of tangible fixed assets and non-material values Udzielone pożyczki wypłata On other financial assets Net monetary flows from investment activity Flow of monetary assets from financial activity Incomes Capital monetary support Bank loans Expenses Payouts from the profit Bank loans payment Payments by the virtue of financial leasing Interest rates Net monetary flows from financial activity Net monetary assets flows Balance change of monetary assets level Monetary assets at the beginning of the period Monetary assets at the end of the period Consolidated summary of changes in own capital The year ending on December 31 st, 2008 Details State as of January 1 st, 2008 Basic capital Reserve capital Total result from previous years Page 124 Net result Own capital assigned to major shareholders Capital assigned to minor shareholders Total own capital Financial result

125 division Profit payment Net profit-loss in tax year Payments to capital Stats as of December 31 st, The year ending on December 31 st, 2007 Details State as of January 1 st, 2007 Financial result division Basic capital Reserve capital Total result from previous years Net result Own capital assigned to major shareholders Capital assigned to minor shareholders Total own capital Profit payment Net profit-loss in tax year Payments to capital State as of December 31 st, 2007 The year ending on December 31 st, 2006 Details State as of January 1 st, 2006 Financial result division Basic capital Reserve capital Total result from previous years Net result Own capital assigned to major shareholders Capital assigned to minor shareholders Total own capital Profit payment Net profit-loss in tax year State as of December 31 st, Financial report according to the segments of activity The Group has defined operational segments on the basis of reports, which are used in the process of making strategic decisions. Reporting related to the segments is an internal one, presented to people who manage the Group and who make decision at the operational level. Page 125

126 The basic division of activity into segments is the division according to basic groups in sales portfolio of the Group, namely virtures, by which sales income is obtained. According to this, the Board has separated 2 segments, i.e. Real estate rents and Real estate sales. Sales income according to the segments of activity 2006 Sales income Details Real estate rent Real estate sale Goods sales income Goods and services sales income Total Sales income Goods sales income Goods and services sales income Total Goods sales income Goods and services sales income Total Other information according to the segments of activity Real estate rent Real estate sales Segments of activity Segment assets Unassigned assets Total assets Segment obligations Unassigned obligations Total obligations Expenses fixed assets Unassigned expenses Total expenses on tangible fixed assets and non-material values Depreciation Depreciation not assigned to a segment Total depreciation Updating extracts Unassigned updating extracts Total updating extracts Page 126

127 6. Additional explanatory notes 1. General Information RANK PROGRESS Capital Group( Group, Capital Group ) consists of a dominating unit Rank Progress S.A. and its dependent companies. RANK PROGRESS S.A. ( Dominating Unit, Partnership ) was created as a result of resolution made by the partners of Bartnicki, Mroczka E.F. RANK PROGRESS Spółka jawna on October 1 st, 2007, through a transformation from a general partnership to a stock partnership. The share partnership was registered in the National Court Register on October 10 th, The Dominating Unit is located in Legnica, Złotoryjska 63. The Partnership performs its activity as a stock partnership registered in Poland and currently registered in the business entities register, managed by the District Court in Wrocław with the number KRS The existence period of the Dominating Unit and units forming the Group is defined as permanent, with the exception of KMM Sp. z o.o. in liquidation, which is currently being liquidated. Basic areas of the Dominating Unit s activity are: Deconstruction and demolition of buildings, Execution of general construction works, Execution of other finishing construction works, Real estate rents on its own account, Management and sales of real estates on its own account. The Capital Group focuses its present and future activity on implementation of four categories of projects within the real estate market: Large area commercial-service centre, Uptown commercial galleries, Mixed function objects, i.e. apartments-services-offices, Highly profitable, short-term investments projects. 2. Composition of the Group In the years covered by historical financial information, in addition to the Dominating Unit, the Group consisted also of the following dependent companies: Basic N o Unit name activity area Location Group part. in 2008 Group part. in 2007 Group part. in E.F. Progress I Sp. z o.o. (1) Legnica 100% 100% 100% 2 E.F. Progress II Sp. z o.o. (1) Legnica 100% 100% 100% 3 E.F. Progress III Sp. z o.o. (1) Legnica 100% 100% 100% 4 E.F. Progress IV Sp. z o.o. (1) Legnica 100% 100% 100% 5 E.F. Progress V Sp. z o.o. (1) Legnica 100% 100% 100% 6 E.F. Progress VI Sp. z o.o. (1) Legnica 100% E.F. Progress VII Sp. z o.o. (1) Legnica 100% HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. (1) Legnica 100% 100% 100% 9 Gazeta Piastów Śląskich Sp. z o.o. (2) Legnica % 10 KMM Sp. z o.o. in liquidation (1) Zamość 100% 100% 100% 11 Rank Müller Jelenia Góra Sp. z o.o. (1) Jelenia Góra 50% 50% - 12 Rank Prosper Skarżysko Kamienna Sp. z o.o. (1) Legnica 100% - - (1) Real estate agency, real estate circulation, real estate management and construction on its own account, real estate construction on the account of third parties. Page 127

128 (2) Press activity publishing and journalism. All companies have been consolidted in historical financial information using the full method. This method was also used in the case of Rank Müller Jelenia Góra Sp. z o.o. in order to provide a more reliable reflection of the material situation of the Capital Group. It is planned to increase control over this company in 2009, by increasing capital engagement. The choice of consolidation method in the case of this particular unit had no significant impact on current financial result of the Group. 3. Companies fusions In the period covered by historical financial information, no fusion of the Dominating Unit with other business entity took place. All dependent companies with the exception of KMM Sp. z o.o. in liquidation, HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. and Rank Müller Jelenia Góra Sp. z o.o. have been founded by the Dominating Unit. 4. The Board of the Dominating Unit As of the date of creation of these financial information, the Board of the Dominating Unit consisted of: Jan Mroczka Board Chairman, Dariusz Domszy Board Deputy Chairman, Mariusz Kaczmarek Board Member. In 2008, Mr Mariusz Kaczmarek was elected as a Board Member. In the period, in which the Dominating Unit acted as a general partnership, the Owners of the Partnership formed its management: Andrzej Bartnicki, Jan Mroczka. 5. The Supervisory Board of the Dominating Unit As of the date of creation of these financial information, the Supervisory Board of the Dominating Unit consisted of: Andrzej Bartnicki, Paweł Puterko, Łukasz Kurdyś, Piotr Kowalski, Jakub Górski. 6. Approval of historical financial information for publishing These historical financial information was accepted for publishing by the Board of the Dominating Unit on December 22th, Declaration of conformity and the basis of preparation These historical financial information of the RANK PROGRESS S.A. Capital Group have been prepared according to the International Standards of Financial Reporting (ISFR) and interpretations related to them, published as executive regulations by the European Committee and which apply to the yearly reporting, and in the field, which is not regulated in these Standards, according to the requirements of the Act on accounting and to executive regulations issued on the basis of this Act. As of the date of approval of these historical financial information for publishing, taking into account the fact that the process of ISFR standards implementation is underway within EU and the activity of the Group, in the field of accounting rules applied by the Group no significant differences have been observed between effective ISFR standards, and the ISFR standards being implemented by the EU. ISFR include standards and interpretations accepted by the International Accounting Standards Council ( IASC ) and by the Committee for Interpretation of International Accounting Reporting ( CIIAR ). Historical financial information was prepared using the assumption of continuity of business activity by the companies of the Group in the predictable future, with the exception of KMM Sp. z o.o. in liquidation, which is being liquidated. As of the date of approval of these historical financial information, no circumstances indicating a threat to the continuity of business activity of other companies of the Group have been observed, with the exception of the dependent unit E.F. Progress IV Sp. z o.o., the Board of which has lodged a bankruptcy application with a possibility of agreement to the proper court, this Page 128

129 application has not been considered as of the date of preparation of these historical financial information. As a consequence, one cannot exclude that the assumption of continuity of business activity of E.F. Progress IV Sp. z o.o. may become irrelevant. 8. Measurement currency and financial report currency The measurement currency of the Dominating Unit and other companies included in these historical financial information, as well as the reporting currency, is Polish zloty. All values, unless stated otherwise, are expressed in thousands of zlotys ( tys. PLN ). 9. Changes of applied accounting rules Below, new or changed ISFR/MSR regulations applied by the Group in 2008, are presented. Except for few additional revelations, application of these rules had no influence on the current result of the Group or on its financial situation. MSR 1 Financial reports presentation Capital-related revelations. The Group has used changed regulations of MSR 1. (Note 45) ISFR 7 Financial instruments: inclusion and evaluation. The Group has applied MSSF 7. The most important changes have been introduced to the Goals and rules of financial risk management. ISFR 8 Operational segments The Group has presented the report according to the operational segments, in accordance with the new ISFR 8 regulations. Currently, ISFR in the shape approved by the EU do not significanly from the regulations approved by the International Accounting Standards Council (IASC), excluding interpretations presented belw, which have not yet been approved for use as of December 31 st, 2008: ISFR 1 (change) First instance of application of International Standards of Financial Reporting" and to MSR 27 (zmiana) "Consolidated and unitary financial reports "- published on May 22nd 2008, modified ISFR 1 and MSR 27 is effective in relation to yearly periods starting on January 1 st, 2009 of later. ISFR 1 (change) First instance of application of International Standards of Financial Reporting "- published on November 27 th, This standard is required for preparation of the first financial report of the unit according to ISFR for yearly periods, starting from July 1 st, 2009, with the possibility of earlier application thereof. ISFR 3 (change) Business entities fusions"- published on January 10 th, 2008 and effective in relation to reporting periods starting on July 1 st, 2009 or later. MSR 27 (change) Consolidated and unitary financial reports"- published on January 10 th, 2008 and effective in relation to reporting periods starting on July 1 st, 2009 or later. MSR 32 (change) Financial instruments: presentation" and MSR 1 (change) "Financial reports presentation"- published on February 14 th, 2008, the modified Standard is effective in relation to reporting periods starting on July 1 st, 2009 or later. MSR 39 (change) Financial Instruments: inclusion and evaluation"- published on July 31 st, 2008, these changed are retrospectively applied to yearly periods stating on July 1 st, 2009 or later. MSR 39 (change) Reclassification of financial assets: effectiveness date and regulations of the transition period" published on November 27 th, For reclassifications performed before November 1 st, 2008: the partnership can reclassify the financial assets with date effective from July 1 st, 2008 (but not earlier) or on any day other than July 1 st 2008, but not later than at October 31 st The assets must be recognized and documented before November 1 st, 2008 or after that date (regardless of the starting time of the reporting period) are effective since the reclassification date i.e. reclassifications are made at the moment of their actual reclassification. ISFR (2008) Amendments to the International Standards of Financial Reporting 2008" published on May 22 nd, The majority of amendments is effective for yearly periods starting on January 1 st, 2009 or after that date. Interpretation of CIIAR 12 Contracts on licenced services"- CIIAR 12 interpretation, published on November 30 th, 2006, is applied for the first time to yearly periods starting from, or after, January 1 st, 2008 Interpretation of CIIAR 15 Contracts on real estate construction"- CIIAR 15 interpretation, published on July 3 rd, 2008, is applied to yearly financial reports for the periods starting on January 1 st, 2009 or later. Interpretation of CIIAR 16 Net securities of investments in a foreign entity "- CIIAR 16 interpretation, published on July 3 rd, 2008, is applied to yearly financial reports starting on October 1 st, 2008 or later. The Group does not predict that introduction of these standards or interpretations could significantly influence the accounting rules (policy) applied by the Capital Group. In 2009, the European Union approved for useinterpretations and further changes to the existing ISFR standards, introduced by the IASR. The Group does not predict that application of these changes and interpretations could significantly influence the accounting policy applied by the Capital Group, with the exception of changes introduced to MSR 40 Investment real estates, which apply to periods starding on January 1 st, 2009 or later. According to these changes, entities which accepted a model of evaluation of investment real estates to their fair value are obliged to perform such evaluation also for real estates under construction. According to the previously effective rules, the Issuing Party has evaluated real Page 129

130 estates under construction according to the MSR 16 i.e. historical cost of creation of purchase, thus the application of the modified evaluation model will cause evaluation of the difference from overestimation of these real estate in periods previous to the period, in which the real estate was released for use. Because no evaluations to the fair values for the real estates under construction, owned by the Issuing Party are available, the influence of application of new rules to this data for each balance day included in the historical financial information cannot be defined. Additionally, the Group does not predict, that application of standards, which are already published, but not approved by the EU, should significantly influence data presented in this Prospectus as historical financial information. 10. Significant values based on professional judgement and estimations The Board of the Dominant Unit has used the best of its knowledge related to the applied standards and interpretations, as well as to methods and rules of evaluation of particular entries of these historical financial information. Preparation of historical financial information according to the ISFR required the Board to make some estimations and assumptions, which are reflected in this information. The actual results may differ from these estimations. Below, the basic assumptions related to the future are discusses, along with other key uncertainity sources as of the balance date, which are related to a significant risk of a large correction of balance value of assets and obligations in the next financial year. Leasing contracts classification The Group is a party of leasing contracts, which meet the requirements of financial leasing contracts according to the Board. Assets and reserves for delayed income tax Assets and reserves for delayed income tax are evaluated using tax rates, which, according to the effective regulations, will be applied at the moment of asset implementations or reserve cancellation, taking tax regulations in legal or actual effect on the balance day, as basis. The Group defines the part of assets by virtue of delayed income tax, basing on the assumption that a tax profit will be obtained, which will allow its use. Drop of tax results in the future could render this assumption irrelevant. Depreciation fees The level of depreciation is defined on the basis of predicted period of economic usefulness of elements of tangible fixed assets and non-material values. These estimations are based on predicted life cycles of particular tangible fixed assets, which may change in the future. Evaluation of investment real estates to their fair value The Group evaluates investment real estates according to a fair value model, using evaluations made by professional experts. Extracts updating supplies value The Group makes an estimation for each balance day, if there are any indications of value loss for real estates classified as supplies. If such indications of value loss exist, the Group makes extracts, which update the real estate value to the level of recovered value, i.e. to the higher of two values: fair value minus sale costs or useful value. Extracts updating obligations The Group has updated values of obligations, estimated the probability of obtaining income from outdated active debts and loans given and estimated the value of lost income, for which an updating extract was made. Fair value of derivative instruments The Group has defined the fair value of derivative financial instruments, which are not quoted on active markets (eg. forward contracts) on the basis of evaluations obtained from banks, which are parties of these contracts. These evaluations include discounted future flows generated by these instruments and by predictes currency rates. 11. Important accounting rules Basis of preparation Historical financial information has been prepared according to the rule of historical cost, with the exception of evaluation of investment real estates to their fair values and evaluation of derivative financial instruments. The historical financial information have been presented in Polish currency, and all values, unless stated otherwise, are given in thousands of Polish zlotys. Consolidation rules Page 130

131 Financial reports of dependent companies are created for the same reporting periods as the reports of Dominating Unit, applying coherent accounting rules, on the basis of uniform accounting rules applied to the transactions and similar economic events. Corrections are introduced in order to eliminate discrepancies in the applied accounting rules. The Dominating Unit and dependent units prepare unitary financial reports according to the Polish Accouting Standards ( PAS ), thus, for the needs of consolidation, they are adjusted to the ISFRF. All significant saldos and transactions between the units of the Group, including unsettled profits and losses resulting from transactions made within the Group, have been wholly eliminated. The dependent units undergo consolidation in the period from taking the control over them by the Group, and they stop being consolidated until the date of control cessation. The control of the Dominating Unit takes place then, when it directly or indirectly, thorugh its dependent parties, owns more than a half of votes in the given company, unless it can be proven that such ownership does not grant the control over the company. The control also takes place then, when the Unit can influence the financial and operational policy of the particular unit. Participations of the minority in the net assets (excluding value of the company) of consolidated dependent entities are presented in a separate position of own capital Minority participations. Minority participations consist of value of shares on the day of business units fusion and minority shares in the changes of own capital, starting from the date of the fusion. Losses assigned to minority participations, which exceed the participation in the basic capital of the entity, are allocated to the Group s shares, with the exception of binding obligation and the ability of minor shareholders to perform additional investments, which are about to cover the losses. Business entities fusions Overtakes of dependent units are settled using the purchase method. The cost of units fusion is evaluated to aggregated fair value (as of the payment date) of assets transfered, taken or overtaken obligations and capital instruments issued by the Group in exchange for overtaking the dependent unit, increased by costs directly related to the fusion of business units. Identifiable assets, obligations and conditional obligations of the overtaken unit, meeting the inclusion requirements according to ISFR 3 Business units fusion" are included in the fair value as of the overtake date, excluding fixed assets (or groups for disposal), classified as destined for sale, according to ISFR 5 Fixed assets designed for disposal and activity cancellation", included in and evaluated to the fair value minus sales costs. Company value The value of the company created as a result of the overtake results from the event of surplus of unit overtake cost in comparison to the participation of the Group in net fair value of identifiable assets, obligations and conditional obligations of the dependent unit, associated unit or a joint venture, included as of the overtake date. The value of the company is initally included as an element of assets after the cost, and then evaluated according to the cost minus the accumulated loss by virtue of values loss. For the needs of value loss testing, the value of the company is allocated to the particular units of the Group generating monetary flows, which should make profit from the synergies resulting from the fusion. Investment real estates Investment real estates are defined as a ground, a building or a part of a building, which is treated by the Group as a source of rental income or which the Group holds because of the increase of its value. The condition of inclusion in this balance entry is the probability of obtaining economic benefits by virtue of ownership of the given real estate and the possibility of creditable estimation of purchase cost or of creation cost. The initial inclusion of investment real estates is made according to the purchase price, including transaction costs. The balance value of this element of the assets includes the cost of replacement of a part of the investment real estate the moment the cost is paid, if the inclusion criteria are met, and if the cost does not include current maintenance of the real estate. After the inital inclusion, the investment real estates are listed according to their real values. Profits or losses resulting from changes of the real value of investment real estates are included in the account of profits and losses for the period they have taken place. The investment real estates are removed from the balance in the case of their disposal or in the case of permanent removal of the real estate from use, if no future profits are expected from its sale. All profits or losses resulting from the removal of the investment real estate from the balance are included in the account of profits and losses for the period they have taken place. Page 131

132 Transfers of assets to the investment real estates are made only then, when their mode of use is changed, as confirmed by the end of assets element usage by the owner, by signing an operational leasing contract or by finishing construction works/creation of the investment real estate. If the element of assets used by the owner becomes an investment real estate, the Group applies rules described in the Fixed assets part until the mode of usage for this real estate is changed. In the case of transfer of assets from the supples to the investment real estate, the difference of fair value of the real estate estimated as of the transfer date and its previous balance value is included in the account of profits and losses. When the Group finishes construction works or the creation process of an investment real estate, the difference between the fair value estimated for this day and its previous balance value is included in the account of profits and losses. In the case of a transfer of investment real estate to the assets used by the owner or to the supplies, the suspected costs of such an element of the assets, which will be accepted for its inclusion in another category is equal to the fair value of the real estate evaluated on the date of the usage mode change. Investment real estates under construction The investment real estates are listed in the real estate entry as real estates under construction until the time their construction is finished or the time they are created. Costs of agent commissions for finishing the commercial area rental contracts and expenses on finishing of the premises of the renting parties are included in active debts in other assets, accoring to the rental contracts. These costs are later included in the overestimation amount of investment real estates, which they are related to. Fixed assets Fixed assets acquired in separate transactions are listed at their historical cost minus the cancellation and accumulated loss caused by the value loss. The depreciation is calculated using a linear method for the predicted usage period of these assets. The predicted usage period and the depreciation are verified at the end of each yearly reporting period, and the effects of changes in these estimations are related to future periods. Assets maintained on the basis of financial leasing contracts are depreciated through their predicted usage period using the same rules as in the case of own assets, if there is a certainity of obtaining ownership rights before the end of the leasing period. Otherwise, these assets are depreciated, but not longer then the leasing period. Profits or losses resulting from sales / liquidation or end of usage of the entries of tangible fixed assets is defined as the difference between the sales income and the balance value of these entries, and they are included in the account of profits and losses. Non-material values Non-material values acquired in separate transactions are listed at their historical cost minus the cancellation and accumulated loss caused by the value loss. The depreciation is calculated using a linear method for the predicted usage period of these assets. The predicted usage period and the depreciation are verified at the end of each yearly reporting period, and the effects of changes in these estimations are related to future periods. Non-material values overtaken during a fusion of business entities are identified and included as separated from the value of the company, if they meet the definition of non-material and legal values and their fair value can be reliably estimated. The cost of such assets corresponds to their fair values as of the overtake date. After the initial inclusion, such values are listed at their historical cost minus the cancellation and accumulated loss caused by the value loss in the same way, as non-material and legal values obtained in separate transactions. Loss of value of tangible fixed assets and non-material values For each balance day, the Group performs a survey of balance values of owned fixed assets and non-material values in order to state, if there are indications of loss of their value. If such indications were confirmed, the recollectable value of such an element of the assets is estimated in order to define a potential extract by this virtue. Assets and reserve by virtue of delayed income tax The delayed tax is calculated using a balance obligations method as a tax subjected to future payment or return, related to differences between balance values of assets and credits and their taxation values used to calculate the tax basis. The reserve for delayd tax is subtracted from all positive transitory differences subjected to taxation, while the element of the assets by virtue of delayed tax is defined to the level of probable decrease of future tax profits by the defined transition differences. The assets entry or obligation by virtue of delayed tax does not form, if the transition difference forms by virtue of the company value or by virtue of the initial inclusion (with the exception of inclusion after business entities fusion) of Page 132

133 other element of the assets or a transaction obligation, which does not influence either the tax result, or the accounting result. The reserve for delayed tax is subtracted from transition tax differences formed as a result of investment in dependent companies, associated companies and participations in joint ventures, unless the Group is able to control the moment of reversal of the transition difference and if it is probable, that the transition difference does not reverse in the predictable future. Assets by virtue of delayed tax resulting from the transition differences in deductions related to such investments and participations is included in the scope corresponding to probable, taxable profits, which could be compensated using transition differences, if it is probable that these differences will not reserve in the predictable future. The balance value of an element of assets by virtue of delayed tax is a subject to survey on each balance day, and if expected future tax profits will be to small to recollect the element of assets or a part of it, then this values has to be properly lowered. Assets and obligations by virtue of delayed tax are calculated using tax rates, which wil be in effect the moment the asset entry is implemented or when the obligation becomes executable, according to the tax regulations (fees) in legal or actual effect on the balance day. The evaluation of assets and obligations by virtue of delayed tax reflects tax consequences of the way, the Group wants to use in order to recollect or to settle the balance value of assets and obligations as of the day of preparation of the financial report. Assets and obligations by virtue of delayed tax are compensated in the case, when the right to compensate current entries of assets and tax obligations exist, if these entries are taxed by the same tax organ, and if the Group wants to settle its current assets and tax obligations as net values. Supplies (reserves) The supplies include: preproducts and products being produced, ready products, goods and prepayments for supplies. Because of the activity specifics, the purchased grounds or rights or perpetual use of the ground are classified as products being produced, if the ground is destined for housing, or as goods for sale, if the ground is destined for sale. Ready products include mainly apartments and facilities sold by final contracts. The supplies of fixed elements of current wealth are evaluated according to their values corresponding to the purchase price of ground real estates and costs of creation of development activity products, increased by activated financial costs. Supplies related to long-term construction contracts are evaluated according to suggestions of MSR Nr 11 "Construction works contracts". The supplies are valued not higher than the potential net value of sale. Active debts by virtue of supplies and services and other active debts Active debts by virtue of supplies and services are included and listed according to the initially invoiced amounts, including an updating extract for non-executable active debts. The updating extract for questionable active debts are included in the account of profits and losses if their non-exectuability is confirmed. If the monetary flow in time is significant, then the value of active debt is defined by discounting forecasted future monetary flows to their current value using gross discount rate, which reflects current market evaluations of monetary value in time. If a discount-based method was used, the increase of active debt in time is included as financial income. Monetary assets and their equivalents Monetary assets and short-term deposits listed in the balance include monetary assets in the bank and in the cashier, together with short-term deposits with initial due dates not longer than three months. The saldo of monetary assets and their equivalents listed in the monetary flow accounts consists of the aforementioned monetary assets and their equivalent, minus unpaid loans in the current accounts. Monetary assets in foreign currencies are evaluated at the average NBP rate for the reporting day. Currency rate diffrences related to monetary assets in foreign currencies and operations on foreign currencies (forex) are included in the account of profits and losses. Financial assets Financial assets are divided into the following categories: Financial assets maintained until their execution date, Financial assets evaluated to the fair value by the financial result, Granted loans and active debts, Financial assets available for sale. Page 133

134 Financial assets held to the execution date are investments with defined or definable payments and a defined executability date, which the Group intends to hold and has the ability to hold them until that date. Financial assets held until the execution date are evaluated according to their depreciated cost using the method of effective interest rate. Financial assets held to execution date are classified as long-term assets, if their due date exceeds 12 months from the balance day. Financial assets obtained in order to generate profit as a result of short-term price fluctuations are classified as financial assets, evaluated to their fair value by the financial result. Derivative instruments are also classified as designed for circulation, unless these are instruments designed as effective securing instruments or financial promise contracts. Financial assets evaluated to their fair value by financial result are evaluated to their fair value by taking into account their market value on the balance day without taking into account the costs of sale transaction. Changes of value of these instruments are included in the account of profits and losses as financial incomes or costs. Financial assets evaluated to their fair value are classified as current assets. If a contract contains one or more built-in derivative instruments, then the entire contract may be classified within the category of financial assets evaluated to their fair value by the financial result. Granted loans and active debts are financial assets not classified as derivative instruments, with defined or definable payments, not quoted on the active market. They are classified as current assets, if their execution date does not exceed a current cycle since the balance day. Granted loans and active debts with execution date exceeding a current cycle since the balance day are classified as fixed assets. All other financial assets are financial assets available for sale. Financial assets available for sale are included according to their fair value. If they have no stock quotations on the open market and a reliable estimation if their fair value using alternative methods is not possible, then the financial assets available for sale are included at their purchase price, corrected with extract on the value loss. The positive and negative diffrence between the fair value of the assets available for sale (if there is a market price defined on an active market or the fair value of which can be defined in other reliable way,) and their purchase price, minus delayed tax, is included in the reserve capital from evaluation update. The drop of value of assets available for sale caused by loss of value is included in the account of profits and losses as a financial cost. Purchases and sales of financial assets are defined on the day of transaction. Upon its initial inclusion, the element of financial assets is evaluated to its fair value, increased (in the case of element of assets not classified as evaluated to its fair price by financial results) by the transaction costs, which can be directly assigned to the purchase. The element of financial assets is removed from the balane, if the Group loses control over legal contracts consisting that particular financial instrument; it usually takes place in the case of instrument sales or when all monetary assets flow assigned to the particular instruments are transferred to an independent third party. Reserves Reserves are listed in the case of creation of current obligations within the Group (legal or normative), which are a consequence of past events, the probability of settling them by the Group is high and the amount of these obligations can be reliably evaluated. The included reserve amount reflects the most precise estimation of amount required for settlement of a current obligation as of the balance day, including risk and uncertainity related to this obligation. If the reserve is evaluated using the method of estimated monetary flow required for the settlement of the current obligation, its balance value corresponds to the curent value of these flows. If there is a possibility that a part, or the entire economic profits required to settle the reserve could be recollected from a third party, this active debt is included as an element of assets, if the probability of recollection of this amount is high and if it can be reliably evaluated. Financial obligations Commercial obligations are evaluated to the payment amount. Other financial obligations, the settlement of which is made by release of financial assets other than monetary assets or exchange for financial instruments, according to the contract, are evaluated to their fair value. Financial obligations, which are not financial instruments evaluated to their fair value by the financial result, are evaluated according to the depreciated cost using the method of effective interest rate. Interest-rated bank loans and debt securities All bank loans and debt securities are included (in the initial inclusion) according to the fair value minus costs related to obtaining the loan. Page 134

135 After the initial inclusion, all rated loans and debt securities are then evaluated according to their depreciated cost, using the method of effective interest rate, with the exception of obligations designed for secured positions, which are evaluated according to the accounting rules for securities or obligations classified upon the initial inclusion as financial instruments evaluated to their fair value by the financial result. During the estimation of depreciated cost, one includes costs related to obtaining the loan and discounts or bonuses obtained during the settlement of the obligation. Profits and losses are included in the account of profits and losses at the moment they are removed from the balance, and also in proper periods of the instrument s life, using the effective interest rate method. Own capital Own capitals and reserve capitals are evaluaed according to their nominal value. Differences between the market value of obtained payment and the nominal value of shares is included in the reserve capital. The costs of shares issue, related to the increase of the capital, lower the reserve capital. The Group also lists minority participations in a separate entry of the own capital. The Group reveals undivided profit from the previous years, the result of the period and results of the transformation from a general partnership to the stock partnership in the entry Profits held. Inclusion of sales income The incomes and profits are understood as creation of economic benefits during the reporting period, which have a reliably defined value, as an increase of assets value or as a decrease of obligations value, which will lead to the increase of own capital or to decrease its deficiency in a way different than bringing in assets by shareholders or owners. Sales income is understood as due or received amounts from the sales of material elements and services, minus the effective VAT tax. The sales incomes are defined in the value expressed in real sales prices, including bonifications and bonuses. Income from products, goods and materials sales are included, when the significant risk and benefits from the ownership right to the products, goods and materials have been passed on to the buyer. Income from construction services sales and implementation period shorter than 6 months are defined at the moment the construction service is finished. The Group includes the sales income as values of probable benefits obtained in the sale transactions. All conditional income resulting from the sales transactions are included, when all significant conditions of the sales transaction are met and if there is a high probability of obtaining significant economic benefits by the Group. The Group has assumed a rules, that the moment of passing the significant risk and benefits from the ownership rights to investments, products, goods and materials to the buyer takes places no earlier than at the moment of signing the proper authenticated deed, if the sale transaction requires it. This is the case mainly for real estate sales (grounds and other real estates being a subject of circulation, such as buildings created by the Partnership, including apartments). Income from real estate rents are included using a linear method for the rental period, according to the signed contracts. Income by virtue of interest rates and dividends Income by virtue of dividends are included, when the right of shareholders to obtain the payment is created. Income by virtue of interest rates is included as increasing, according to their creation time, by relation to the amount of the capital which is yet to be paid, including the effective interest rate, namely, the interest rate which effectively discounts future monetary income predicted for the expected period of usage of the given element of assets to the net balance value of that element. Leasing Leasing is classified as financial leasing, when all potential benefits and the risk of being an owner are transferred to the leasing receiver, as specified in the contract. All other leasingu types are treated as current leasing. Foreign currencies The functional currency of the Group is Polish zloty, which is the currency of basic economic environment of the Group s activity. Page 135

136 Transactions performed in a currency other than Polish zloty are included according to the given currency rate of the day of transaction. Monetary obligations and assets denominated in foreign currencies are recalculated according to the currency rate of the balance day, i.e. the average rate set by the NBP. Non-monetary assets and obligations evaluated to their fair value and denominated in foreign currencies are evaluated according to the rate of the day, when the evaluation to the fair value was performed. Non-monetary entries evaluated in foreign currencies according to their historical cost are not renominated again. All currency rate differences are included in the account of profits and losses in the period they take place, with the exception of: Rate differences related to the assets under construction, designed for future production use, which are included in the costs of these assets and treated as corrections of costs of interest rate loans granted in foreign currencies, Currency rate differences resulting from transactions performed as a security measure against a specific currency risk, currency rate differences resulting from entries of monetary active debts or obligations against foreign units, which are not planned to be settled with or if such settlements are not probalbe, forming a part of net investments in a unit located abroad and included in reserve capital for foreign currency recalculations and in net profit/loss from the disposal of the investment. The following rates have been assumed for the needs of balance evaluation: December 31 st, 2008 December 31 st, 2007 December 31 st, 2006 EUR 4,1724 3,5820 3,8312 USD 2,9618 2,4350 2,9105 External financing costs External financing costs directly related to purchase or creation of elements of assets requiring a longer time in order to be released for use or sale, are added to the costs of creating such assets, until the moment, when these assets are in general ready for the planned use or sale. Income from the investment obtained as a result of short-term investment of obtained external assets before investing them in the discussed assets lower the value of external financing costs, which are a subject to capitalisation. All other costs of financial investment are directly included in the account of profits and losses for the period they took place. Current tax Current tax duties are calculated on the basis of tax results (tax basis) of the given tax year. Tax profit (loss) differs from the net accounting profit (loss), because of exclusion of taxable incomes and costs forming the costs of income generation in the next years and costs, which will never by subjected to taxation. The duty of the Group by virtue of current tax is calculated on the basis of tax rates effective in the given tax year. 12. Change of legal form On October 10 th, 2007, the transformation of Bartnicki, Mroczka E.F. Rank Progress Spółka jawna general partnership into a stock partnership Rank Progress S.A has been registered. Here, the consolidated balance and the account of profits and losses for the period of general partnership activity and the stock partnership activity in 2007, is presented. BALANCE Assets Real estates Fixed assets under construction Other fixed assets Company value Active debts and other assets Asset by virtue of delayed tax Fixed assets Page 136

137 Reserves Active debts and other assets Monetary assets Current assets Total assets Credits Share capital Profits held Including net profit Own capital assigned to shareholders of the Dominating Unit Minority participation Total own capital Financial obligations Other obligations Reserve by virtue of delayed income tax Long-term obligations Financial obligations Obligations by virtue of supplies and services Reserves Other obligations Short-term obligations Total credits ACCOUNT OF PROFITS AND LOSSES Continued activity ACCOUNT OF PROFITS AND LOSSES Sales income Products and services sales income Goods sales income Product level changes Current activity costs Sold goods value Materials and energy usage External services Other costs Sales profit Evaluation of investment real estate to their fair value Other current income Page 137

138 Other current costs Current activity profit Financial income Financial costs Gross profit Income tax Net profit from continued activity Abandoned activity Net profit from abandoned activity - - NET PROFIT IN CURRENT YEAR Assigned to shareholders of the dominating unit Assigned to minor shareholders Correction of previous periods error An error was found in the financial report for the period from January 1 st, 2007 to December 31 st, 2007, namely, an incorrent inclusion of an amount of PLN in the cost of sold goods and materials, representing value of the grounds and expenses on these grounds, located in Zgorzelec. The transaction of sale of these ground has taken place in 2009, thus the Group made a correction to the report for the year ended on December 31 st, 2007, which was an increase of goods level at the end of 2007, and a decrease of the value of goods sold, and as a consequence decrease of the value of goods sold, and thus an increase of the financial result by the amount of PLN. Below, the effects of inclusion of the aforementioned operation in the financial report for the tax year ending in 2007, are presented. State as of State as of December December BALANCE CHANGES 31 st Error, st, 2007 correction before after correctoin correction Assets Fixed assets Reserves Other current assets TOTAL ASSETS Credits Total own capital, including Including net profit Long-term obligations Short-term obligations TOTAL CREDITS ACCOUNT OF PROFITS AND LOSSES CHANGES State as of December 31 st, 2007 before correction Correction of the basic error State as of December 31 st, 2007 after correction Sales income Page 138

139 Current activity costs, including: Sold goods value Profit (loss) from sales Gross profit (loss) Income tax Net profit (loss) from continued activity In these historical financial information, the comparable data for 2007 have been transformed, including the correction described above. 14. Real estates Specification of investment real estates Investment real estates Details Galeria Piastów I Fortepiany Legnica Zgorzelec Galeria Piastów II (Podkowa) Opole Turawa Total investment real estates Real estates under construction - Galeria Piastów Zamość Twierdza Commercial Centre / Kłodzko Grudziądz Stargard Szczeciński other Total real estates under construction, gross Extracts updating real estates under construction Stargard Szczeciński Total real estates under construction, net Total real estates, net CHANGE OF REAL ESTATE LEVELS (ACC. TO TYPE GROUPS) a) state at the beginning of the period investment real estates real estates under construction b) increases (by virtue of) purchase reevaluation to the fair value c) decreases (by virtue) Page 139

140 - updating extracts reevaluation to the fair value sales - - d) state at the end of the period Other information The Group has evaluated all finished investment real estates to their fair value, using the services of experts. Within the real estates, the Group presents real estates classified as investment real estates according to MSR 40 by their fair value and real estates under construction, evaluated according to MSR 16. According to the changes in MSR 40, starting from January 1 st, 2009, the method of evaluation of real estates under construction is changes, as described above in p. 9 Changes of applied accounting rules above. 15. Non-material values Specification of non-material values Details Computer software and other (own, purchased), including: gross value redemption Total non-material values Fixed assets under construction and other fixed assets Specification of tangible fixed assets Details a) fixed assets, including: grounds (including perpetual right of ground use) buildings, premises and objects of land and water engineering technical devices and equipment means of transportation other fixed assets b) fixed assets under construction Total tangible fixed assets Changes of tangible fixed assets Tangible fixed assets Initial value or evaluation Ground, buildings and constructs Equipment and techical devices Means of transportati on As of January 1 st, Increases purchases Increases - other Decreases (sales, liquidation, transfers) Decreases (other) As of December 31 st, Other Total Page 140

141 As of January 1 st, Increases purchases Increases other Decreases (sales, liquidation, transfers) Decreases (other) As of December 31 st, As of January 1 st, Increases purchases Decreases (sales, liquidation, transfers) Decreases (other) As of December 31 st, Redemption and value loss As of January 1 st, Yearly depreciation Decreases by virtues of liquidations or sales Other decreases As of December 31 st, As of January 1 st, Yearly depreciation Decreases by virtues of liquidations or sales Other decreases As of December 31 st, As of January 1 st, Yearly depreciation As of December 31 st, Net value As of December 31 st, As of December 31 st, As of December 31 st, Ownership structure of fixed assets Details Own Used on the basis of leasing contracts Total Page 141

142 Other information Depreciation (redemption) fees in particular groups of tangible fixed assets were determined on the basis of periods of economic usefulness and they are as follows: from 10 to 40 years for buildings, from 3 to 22 years for techical devices and equipment, from 5 to 7 years for means of transportation, from 2,5 to 10 for other fixed assets. As of December 31 st, 2008, December 31 st, 2007 and December 31 st, 2006 there were no circumstances, according to which the Group should create significant extracts updating the value of tangible fixed assets. As of December 31 st, 2008, December 31 st, 2007 and December 31 st, 2006 there were no fixed assets created on the Group s own. The Group uses fixed assets on the basis of financial leasing contracts (means of transportation and construction equipment). 17. Company value HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. The Dominating Unit purchased on September 21 st, % of shares of HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o., taking full control over this entity. This overtake was settled according to the ISFR 3 regulations, using purchase method. Because of the fact, that due to the first allocation of purchase price of the net fair value of purchased assets, a surplus of net fair value of purchased shares was created against the purchase price, the Group has performed the allocation once again. The new evaluation did not change the purchase settlement, however, and the created surplus of PLN was included in the result for the period, i.e. year The net fair value as of the purchase date totalled PLN, while the purchase price was PLN, which caused the surplus of PLN. KMM Sp. z o.o. in liquidation On December 13 th, 2004, the Dominating Unit purchased 100% of shares (in two transaction) of KMM Sp. z o.o., taking full control over this entity. This overtake was settled according to the ISFR 3 regulations, using purchase method. Allocation of purchase price to the net fair value of purchased assets was made, which caused a positive company value in the form of a surplus of the purchase price ( PLN) over the net fair value of the assets ( PLN) with the amount of PLN. Other companies of the Group Other companies forming the Capital Group were founded or co-founded by the dominating unit, thus no company values were created by virtue of their foundation. Extracts updating company value On the basis of analysis performed, the Board of the Partnership has made at the end of 2007 an extract, updating company value created upon purchase of KMM Sp. z o.o. because of the planned liquidation of this company. 18. Assets and credits by virtue of delayed income tax tytułu odroczonego podatku dochodowego Reserve by virtue of delayed tax Balance Details Evaluation of real estates to their fair value Account of profits and losses Other Page 142

143 Gross reserve by virtue of delayed tax Assets by virtue of delayed tax Extracts updating value of long-term investments Evaluation of derivative instruments Unpaid workers benefits Evaluation to the fair price dependent unit purchase Negative rate differences Tax loss for settlement Other Gross assets by virtue of delayed tax Duty by virtue of delayed income tax Net asses/reserve by virtue of delayed tax, including: Asset by virtue of delayed tax Reserve by virtue of delayed tax continued activity Reverse by virtue of delayd tax abandoned activity In all periods presented in the table above, the effect of changes of asset by virtue of delayed tax and of reserve for delayed tax have been included in total for particular periods in the account of profits and losses. 19. Supplies Specification of supplies Detailes Materials Production underway Goods Total The goods of the Group consist of grounds purchased for their further sale. As of December 31 st, 2008 the Group has included in the goods : N o Project name Location Project type Ground area (ha) Balance value 1. Opole Malinka Opole Mall (hypermarket) 3, Jastrzębie Zdrój Jastrzębie Zdrój Commercial gallery 3, Brzeg Brzeg Market Wrocław Wrocław Apartment district 6, Legnica, ul. Nowodworska Legnica Mall (hypermarket) 3, Legnica, ul. Jaworzyńska Legnica Wholesale object 4, Bielsko-Biała Bielsko-Biała Supermarket 0, Katowice Katowice Multifunctional centre 0, Page 143

144 Total As of December 31 st, 2007 the Group listed as goods: N o Project name Location Project type Ground area (ha) Balance value 1. Carrefour Zamość Mall (hypermarket) 0, Carrefour Opole Mall (hypermarket) 3, Carrefour Jastrzębie Mall (hypermarket) 3, Carrefour Szczecin Mall (hypermarket) 3, Leroy Merlin Legnica Mall (hypermarket) 2, Utility premise Brzeg Utility premise Ground Zgorzelec Ground 4, Other Total As of December 31 st, 2006 the Group listed as goods: N o Project name Location Project type Ground area (ha) Balance value 1. Carrefour Opole Mall (hypermarket) 4, Carrefour Jastrzębie Zdrój Mall (hypermarket) 3, Carrefour Szczecin, ul Struga Mall (hypermarket) 3, Carrefour Szczecin, ul. Wiosenna Mall (hypermarket) Grunt Wrocław Ground 5, Grunt Zgorzelec Ground 12, Other Total The ongoing production at the end of 2008 consisted of expenses made by the end ot the year, which were related to the planned construction of apartment districts and service facilities. N o Project name Location Project type Balance value 1. Browar - Legnica Legnica Office-apartment building Osiedle Ptasie Legnica Apartment district Galeria Piastów III - Legnica Legnica Apartments Zgorzelec Zgorzelec Roads 534 Total The ongoing production listed by the Group as of December 31 st, 2007, included, e.g.: N o Project name Location Project type Balance value 1. Browar - Legnica Legnica Apartment-service building Osiedle Ptasie Legnica Apartment district Galeria Piastów III - Legnica Legnica Apartments Zgorzelec Zgorzelec Commercial gallery Page 144

145 5. Popowice - Wrocław Wrocław Apartment district Other Total As of December 31 st, 2006 no ongoing production was listed. In the period of the Group did not perform any significant extract updating the value of supplies. 20. Active debts and other assets Specification of active debts and other long-term assets Details Active debts by virtue of financial leasing Commercialisation costs of real estates under construction Net total active debts Extracts updating the value of active debts Gross active debts Specification of active debts and other short-term assets Details Active debts by virtue of supplies and other active debts Inter-periodic settlements Total long-term short-term Specification of short-term active debts Details Active debts by virtue of supplies and other active debts Public-legal active debts Other active debts and assets Net total active debts Extracts updating value of the active debt Gross active debts Analysis of age structure of active debts by virtue of supplies and services Balance date Total Before due date December 31 st, 2008 December 31 st, 2007 December 31 st, 2006 Past due date, but executable < 30 days days days > 180 days Analysis of changes in extracts updating the amounts of active debts Page 145

146 Balance date December 31 st, 2008 December 31 st, 2007 December 31 st, 2006 State at the beginning of period Increase Usage Extraction of unused amonuts Rank Progress S.A. Issue Prospectus Correction related to the discount rate State at the end of period (67) (5) (62) (4) No active debts and other assets in foreign currencies were present in the presented periods. All active debts by virtue of supplies and services presented above are payable within 1 month from the balance date. Specification of inter-periodic, short-term settlements Details Insurance costs Costs of planned public issue of shares Other costs settled in time Commercialisation costs of real estates under construction Total The inter-periodic settlements in the period of consisted of the next year costs, the expenses on which have been made in the given year, including especially insurances settled in time, and in 2008 also costs of shares issue, equal to tys. PLN, which will decrease thus created company capital. The costs of real estate commercialisation costs consist of expenses made on adaptation of the real estates for rent and they are settled during the duration of their repsective rental contracts. 21. Granted short-term loans Specification Detailes Loans granted Summary of loans as of Details Amount acc. to the contract Remaining payable amount Currency PLN Currency PLN Interest rate Payment deadline SAASS Sp. z o.o ,0% SAASS Sp. z o.o ,0% SAASS Sp. z o.o ,0% JA-WA Sp. z o.o ,0% B.U.T. AGA-TUR Sp. z o.o tys. PLN Silesian Investment Center Sp. z o.o Total ,0% The loand granted to B.U.T. AGA-TUR Sp. z o.o. was totally covered by an updating extract in Other loans were fully cleared in Monetary assets Specification Page 146

147 Details Monetary assets in the cashier and on bank accounts Other monetary assets Total monetary assets including monetary assets of limited disposability Monetary assets of limited disposability form bails, which secure investment loans in the BZ WBK S.A bank. 23. Own capital Basic capital Details Basic capital The basic capital of the Dominating Unit totalled PLN as of December 31 st, 2008 and it consisted of shares, including Series A Shares, which are registered shares, with priviledged voting rights during the General Assembly in such a way, that 2 votes are allocated per 1 share and Series B Shares, which are shares to bearer and they are not priviledged. In 2006, the basic capital totalled PLN and was equally divided in regard to the value and voting rights between the Owners: Andrzej Bartnicki and Jan Mroczek, because then the Partnership acted as a general partnership. On October 10 th, 2007, the court has registered the transformation of the legal form of the Issuing Party, by which Jan Mroczka and Andrzej Bartnicki have obtained 50% of Series A and Series B shares each in the Stock Partnership formed due to transformation of the general partnership. Nominal value of shares All issued shares have a nominal value of 10 groszy and they have been fully paid. Significant shareholders As of December 31 st, 2008, the shareholders owning directly or indirectly, through the dependent entities, at least 5% of general number of votes during the general assembly of the Partnership. Number of Nominal % of Number of Shareholder shares value of participatio Vote % votes owned shares (PLN) n in capital Andrzej Bartnicki ,00% 33,33% Jan Mroczka ,00% 33,33% MB Progress Capital Limited ,08% 32,05% Minor shareholders ,92% 1,28% Total ,00% 100,00% Andrzej Bartnicki and Jan Mroczka hold 50% of votes and 50% of shares each in the capital of MB Progress Capital Limited, a Cyprus law company located in Nicosia. 24. Reserve capital The reserve capital as of December 31 st, 2008 totally consists of reserve capital of the Dominating Unit created by dividing its net profit for Profits held / uncovered losses The Profits held entry includes a consolidated amount of profit, worked out by the Capital Group, minus losses in the current period and previous periods. The total loss for the period ending on December 31 st, 2008, recorded by the units of the Capital Group, presented in unitary statutory financial reports, totalled PLN. 26. Minor shareholders capital The minority capital, equal to PLN as of December 31 st, 2008 and to PLN as of December 31 st, 2007, Page 147

148 consisted of capital assigned to minor shareholders in the Rank-Müller Jelenia Góra Sp. z o.o. company and it resulted totally from the transaction od dependent company increase minus participation in the loss generated by this unit. 27. Financial obligations Specification of financial obligations Details Loans Obligations by virtue of financial result Derivative financial instruments Total financial obligations, including: Long-term Short-term Specification of obligations by virtue of bank loans and loans Details Bank loans long-term short-term Loans long-term short-term Total bank loans and loans, including: long-term short-term Obligations by virtue of bank loans and loans as of December 31 st, 2008 Payable amount Loan acc. to contract remaining Bank / Granting party currency Currency tys. PLN tys. PLN (tys) (tys) Interest rate conditions as of r. Payment deadline BZ WBK S.A EUR EURIBOR1M+1,2p.p BZ WBK S.A WIBOR1M+2p.p BZ WBK S.A WIBOR1M+2p.p BZ WBK S.A WIBOR1M+1,4p.p ING Bank Śląski WIBOR1M+0,8p.p Deutsche Bank WIBOR1M+0,8p.p PKO BP WIBOR1M+2,3p.p Deutsche Bank WIBOR1M+0,8p.p BZ WBK S.A WIBOR1M+2,5p.p BZ WBK S.A WIBOR1M+2,5p Total EUR Obligations by virtue of bank loans and loans as of December 31 st, 2007 Page 148

149 Bank / Granting Party Loan acc. to contract currency (tys) tys. PLN Payable amount remaining Currency (tys) tys. PLN Rank Progress S.A. Issue Prospectus Interest rate conditions as of r. Payment deadline BZ WBK S.A EUR EURIBOR1M+1,2p.p ING Bank Śląski S.A WIBOR 1M + 0,8p.p ING Bank Śląski S.A WIBOR 1M + 0,8p.p Mrs Małgorzata Mroczka ,50% Mrs Mariola Bartnicka ,50% Total EUR Obligations by virtue of bank loans and loans as of December 31 st, 2006 Payable amount Loan acc. to contract remaining Bank / Granting Party currency Currency tys. PLN tys. PLN (tys) (tys) Interest rate conditions as of r. Payment deadline BZ WBK S.A WIBOR1M+2,3p.p BZ WBK S.A WIBOR1M+2,5p.p BZ WBK S.A WIBOR1M+2p.p BZ WBK S.A WIBOR1M+1,75p.p Mrs Małgorzata Mroczka ,50% Mrs Mariola Bartnicka ,50% Total With the exception of loans presented above, no other financial obligations in foreign currencies were presnt. Protections of loan payments As of December 31 st, 2008, the main protections of loan payments were as follows: normal total mortgage of EUR on the real estates located in Legnica, being the property of the Grup (at ul. NMP and ul. Grodzka), cessation of active debt from the entirety of rental contracts for the area of Galeria Piastów I in Legnica, financial pledge on a separated account with blockage of assets up to the amount of PLN, total bail mortgage of up to PLN on real estates and perpetual use rights to the real estates located in Legnica, being the property of the Group (at ul. NMP and ul. Grodzka), cessation of active debts from current and future rental contracts for Galeria Piastów II and III, totail bail mortgage of up to PLN on the real estates located in Legnica, being the property of the Grup (at ul. NMP), normal mortgage of PLN and total bail mortgage of up to PLN on real estates located in Wrocławiu, total bail mortgage of up to PLN on real estates located in Legnica, being the property of the Group, bail mortgage of up to tys. PLN on real estates located in Legnica, being the property of the Group, register pledge on all current and future active debts of the Loaning Party, total bail mortgage of up to PLN on real estates located in Kłodzko, total normal mortgage of PLN on real estates located in Kłodzko, cessation of active debts from rental contracts of future gallery area located in Kłodzko, register pledge on shares of Rank Progress V Sp. z o.o., total bail mortgage of up to PLN on real estates located in Kłodzko. Specification of obligations by virtue of financial leasing Details Obligations by virtue of financial leasing Total obligations by virtue of financial leasing, including: Page 149

150 - long-term (payable with 3 years from the balance date) short-term Additional revelations related to leasing contracts Cars Other Cars Other Cars Other Gross value Redemption up to date Net value Average contract length 3 years 4 years 3 years 3 3 years Monthly installments Total amount of minimum leasing fees, required in: year from 2 to 5 years more than 5 years Including amount of future interest rates: year from 2 to 5 years more than 5 years Current value of future obligations, required within: year from 2 to 5 years more than 5 years Conditions of contract prolongation or purchase of leasing subject Permanent contrats. Purchase is possible after contract termination Protection of contact execution Blank bills Blank bills Blank bills Blank bills Specification of obligations by virtue of evaluation of derivative financial instruments Details Derivative financial instruments, including: short-term As of December 31 st, 2008 derivative instruments of the Group consisted of financial instruments, which have no active market, i.e. forward contracts, protecting from the currency rate risk. Below, derivative financial instruments owned by the Group are presented. Instrument type Nominal value of Due date Fair value of Page 150

151 Currency bought Currency sold Financial asset Financial obligation Fair value, loss Forward contract 832 TEUR TPLN Forward contract TEUR TPLN Forward contract TEUR TPLN Forward contract TEUR TPLN Total Obligations by virtue of supplies and services and other obligations Specification of obligations by virtue of supplies and services and other obligations Details Long-term a) obligations by virtue of supplies and services b) other obligations, including: obtained bails - Galeria Piastów obtained bails construction works Short-term a) obligations by virtue of supplies and services b) obligations by virtue of taxes, customs, social insurance and other c) obligations by virtues of salaries d) pre-payments obtained for supplies e) obligations by virtue of acquired construction services f) other obligations, including: obtained bails - Twierdza Commercial Centre - Kłodzko obtained bails - Galeria Piastów in Legnica Total No significant obligations by virtue of supplies and services and other obligations in foreign currencies have taken place. All obligations by virtue of supplies and services and other obligations are to be paid within one year from the balance date and they can be due within one year from the balance date in the case of meeting some conditions by the suppliers. The entry Pre-payments obtained for supplies included pre-payments obtained by the Group in relation to real estate sale. At the end of 2008, these pre-payments were related to e.g.: N o Partner name Project name Value 1. Carrefour Jastrzębie Zdrój Carrefour Opole Leroy Merlin Legnica Makro Cash and Carry Polska Legnica Galeria Piastów 1 Legnica Galeria Piastów 3 Legnica Other 180 Total Page 151

152 At the end of 2007, pre-payments included e.g.: Rank Progress S.A. Issue Prospectus N o Partner name Project name Value 1. Carrefour Jastrzębie Zdrój Carrefour Opole Carrefour Zamość Carrefour Szczecin Struga Carrefour Wrocław Leroy Merlin Legnica Farset Zgorzelec Other 326 Total At the end of 2006, pre-payments included e.g.: N o Partner name Project name Value 1. Carrefour Jastrzębie Zdrój Carrefour Opole Carrefour Zamość Carrefour Szczecin Struga Carrefour Szczecin Wiosenna Carrefour Wrocław Total Reserves for other obligations The reserve amount of PLN showed for 2007 consisted of reserve for court claims of a partner, evaluated by the Dominating Unit and related to the dependent company HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. This proceeding was finished in 2008, with an unfavourable result for the Group, which caused this reserve to be used. 30. Sales income Details Goods sales Products and services sales Product level change Total All incomes from sales have been obtained by the Group on the domestic market. The goods sales in 2008 consisted of the following sales : N o Partner name Project name Value 1. Carrefour Zamość Jawa Zamość Leroy Merlin Zgorzelec Carrefour Szczecin Gmina Legnica Legnica 102 Page 152

153 6. Other 84 Total The goods sales in 2007 consisted of the following sales : N o Partner name Project name Value 1. Leroy Merlin Zgorzelec Ogen i Eren Sandomierz Carrefour Szczecin Wiosenna Jeronimo Martins Brzeg Other Total The goods sales in 2006 consisted of the following sales : N o Partner name Project name Value 1. Carrefour Zgorzelec Carrefour Grudziądz Cargo 69 Szczecin Carrefour Białystok Total The income from products and services sales in the period of , consisted of the following entries: Details Income from area rent in Galeria Piastów I and III Commercial objects sales Consulting and agency services Contract of right and duties transfer Reinvoices for construction works Other Total The main entry of income from commercial objects sale in 2008 was income from the sale of Galeria Eden in Zgorzelec, which totalled PLN. 31. Specification of current activity costs Details Depreciation Materials and energy usage External services Taxes and fees Salaries Social insurances and other benefits Other type-related costs Value of sold goods and materials Page 153

154 Total The fundamental entry of type-related costs of the Group in 2008 is formed of external services, where the biggest entry consists of subcontractory works related to the construction investments. At the same time, the Group obtained the biggest income from sales of commercial objects. In the period of the biggest part of type-related costs was formed by the value of sold goods and materials, which was caused by a more intensive engagement of the Group in the real estate circulation. 32. Evaluation of investment real estates Details Galeria Piastów Galeria Piastów II Fortepiany Legnica Zgorzelec Opole Turawa Total Other current income Details Profit from disposal of non-financed fixed assets Dissolution of reserve for disputed claims Other current income Total Other current costs Details Loss on disposal of non-financed fixed assets Extract updating the value of active debt Extract updating real estates under construction Creation of reserve for disputed claims Donations Execution costs Other current costs Total Financial income Details Interest rates, including: bank interests interest rates on granted loans other interest rates Proft from investment disposal Page 154

155 Other financial incomes saldo of currency rates differences other Total The main entry of financial income in 2008 was the profit from cessation of rights granted by the contract of sale of FOCUS PARK PIŁA shares. In 2007, the Group has obtained profit from selling shares of Jogra 2 Sp. z o.o. This transaction is discussed in detail in note 40 of these historical financial information. 36. Financial costs Details Interest on bank loans Interest on budget obligations Bank profits and fees Extract updating granted loans Evaluation of derivative financial instruments Result on currency rate differences Other financial costs Total Income tax Account of profits and losses Current income tax Details Current duty by virtue of income tax Additional tax obligation from the previous years Current duty by virtue of income tax from abandoned activity Delayed income tax Related to creation and reversal of temporal differences Tax duty listed in the account of profits and losses The main entry of income tax in the account of profits and losses in the period of was the the reverse level change by virtue of the delayed income tax on the evaluation to the fair value of investment real estates. At the end of 2006, the reserve by virtue of the evaluation to the fair value of investment real estates was included, despite the fact the the Unit was a general partnership and was not a subject to the income tax. The decision of Owners was a result of transformation into a stock parntership, which was performed later and registered on October 10 th, Profit per share, account value per share Total net profit Details Net profit for the period (in tys. PLN) Średnia liczba akcji (w tys. szt) , , ,92 Zysk netto na akcję w PLN 0,15 1,51 2,84 Page 155

156 The number of shares after the transformation of the partnership from the general partnership into stock partnership, i.e shares, was taken as the average weighted number of shares. Account value per share and diluted account value per share Details Account value (in tys. PLN) Average weighted number of shares (in tys. pcs) , , ,92 Account value per share (in PLN) 4,13 3,97 3,25 The number of shares after the transformation of the partnership from the general partnership into stock partnership, i.e shares, was taken as the average weighted number of shares. 39. Information about important transactions within the Capital Group Loans granted within the Group as of Amount Loan granting party Loan receiving party acc. to the contract HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. KMM Sp. z o.o. w likwidacji HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. Remaining payable amout Interest rate Payment deadline Rank Progress S.A WIBOR1M+1% Rank Progress S.A WIBOR1M+1% Rank Progress S.A WIBOR1M+1% Rank Progress S.A WIBOR1M+1% Rank Progress S.A WIBOR1M+1% Total Additionally, the Partnership Rank Progress S.A. has signed an investment replacement contract within the Group, with EF Progress V Sp. z o.o. Income of the Dominating Unit from this transaction in 2008 totalled PLN. This transaction was performed according to market rules. Loans granted within the Group as of Loan granting party HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. Loan receiving party Amount acc. to the contract Remaining payable amout Rank Progress S.A Rank Progress S.A Rank Progress S.A KMM Sp. z o.o. Rank Progress S.A Interest rate 5,5%, interest paid together with the entire amount of the loan 5,5%, interest paid together with the entire amount of the loan 5,5%, interest paid together with the entire amount of the loan Interest rate acc. to a constant yearly interest rate of 6%. Interest paid together with the loan. Payment deadline Page 156

157 Total Loans granted within the Group as of Loan granting party Loan receiving party Amount acc. to the contract Remaining payable amout Interest rate Payment deadline HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. Bartnicki, Mroczka, E.F. Rank Progress Sp. jawna ,5%, interest paid together with the entire amount of the loan HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. Bartnicki, Mroczka, E.F. Rank Progress Sp. jawna ,5%, interest paid together with the entire amount of the loan HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. Bartnicki, Mroczka, E.F. Rank Progress Sp. jawna ,5%, interest paid together with the entire amount of the loan KMM Sp. z o.o. Bartnicki, Mroczka, E.F. Rank Progress Sp. jawna Interest rate acc. to a constant yearly interest rate of 6%. Interest paid together with the loan Total Salaries of the Board and of the Supervisory Board Salaries paid to Board members and to Supervisory Board members of the Dominating Unit of the Group and of the dependent companies were as follows: Details Board salaries Board benefits in the form of own shares Board (dependent units) salaries Board (dependent units) benefits in the form of own shares Supervisory Board salaries Supervisory Board - benefits in the form of own shares Total Employment Details Blue collar workers White collar workers Total Conditional assets Sale of Jogra 2 Sp. z o.o. On May 30 th, 2007, the Dominating Unit sold its shares of Jogra 2 Sp. z o.o. to a Dutch law company Rathburn Holdings B.V. The total purchase price was set as PLN, with the payment of PLN dependent on passing the local spatial development plan for the real estates sold as a part of Jogra 2 Sp. z o.o., which would be consistent with the contract signed with Rathburn Holdings B.V. The conformity of the spatial development plan, which went into effect in July, 2009, has not been finally confirmed as of today. Page 157

158 Thus, the amount of PLN was taken as a conditional asset. 43. Conditional obligations Guarantees and warranties granted by the Dominating Unit to the dependent entities A guarantee granted on September 30 th, 2008 in the name of E.F. Progress V Sp. z o.o. ( Debtor ) to Bank Zachodni WBK S.A. ( Bank ), which is an obligation to pay in the name of the Debtor the debt resulting from the Loan Contract, including the amout of capital to be paid, the interest rates and documented costs of claim proceeding, under the condition that the payment demand will be delivered in the validity period of the guarantee. The guarantee is valid in the period from September 30 th, 2008 to July 30 th, A guarantee given on September 30 th, 2008 in the name of E.F. Progress V Sp. z o.o. ( Debtor ) to Bank Zachodni WBK S.A. ( Bank ), which is an obligation to pay in the name of the Debtor the assets necessary to finish the investment implemented by the Debtor, which is specified in the Loan Contract signed by the Bank and the Debtor, up to the amount of tys. PLN. The guarantee is valid in the period from September 30 th, 2008 to December 31 st, Guarantees and warranties given by the Group to other entities and significant extrabalance obligations An obligation against the City of Kalisz, on the basis of statement dated September 11 th, 2007, on the construction of an underground parking lot for at least 250 parking places on a real estate located in Kalisz. The condition of fulfillment of this obligation is to release the said real estate to the Rank Progress S.A. with granting it for the needs of the construction works. Once the parking lot is completed, the Partnership will release it back to the City of Kalisz for free, and in exchange for this, customers of Galeria Tęcza Commercial Centre, which is being constructed by the Partnership, will be entitled to use this parking lot. An obligation against the Urban Municipality Kłodzko, to construct a cinema with the minimum number of 500 seating places in the cinema hall. The start of the construction works was determined to take place no later than , while the deadline for obtaining the permission for use no later than If these deadlines are exceeded, the Partnership will pay the Urban Municipality Kłodzko a stipulated penalty of PLN. If the cinema is not costructed at all, it will force the Partnership to pay a stipulated amount of PLN. On January 27 th, 2007 Rank Progress S.A. has signed a contract with JA-WA Morgaś, Ostasz Spółka Jawna located in Zamość, on cooperation in the field of defining rules of joint implementation of an economic goal, which is to manage real estates located in Zamość, by creating a commercial object with the area of about 35 thousands of square meters. As a part of the contract, Rank Progress S.A. has obliged to purchase a number of real estates located in Zamość, also real estates, which are indirectly owned by JA-WA Morgaś, Ostasz Spółka Jawna, and then to implement the object on the real estate. Once the legal, effective permission for use of the constructed object is obtained, Rank Progress S.A. has obliged to perform a free transfer of 30% of shares of the intended company, created for the implementated of the said investment or to pay the partner the profit he is entitled to, i.e. an amount equal to 30% of the market price of the object, minus all expenses related to the investment. Effects of this contract have not been included, since the condition of right acquisition has not been fulfilled. On May 14 th, 2008, Rank Progress S.A. signed a contract with H.M. Prosper Hildebrand Morgaś Spółka Jawna located in Zamość ( Partner ), on cooperation in the field of defining rules of joint implementation of an economic goal, which is to manage real estates located in Skarżysko-Kamienna, by construction of a multifunctional object (commercial-servicesoffices) ( Obiekt ). As a part of this contract, the Parties have obliged, e.g., to the implementation of the joint venture and to obtaining profit in the following proportions 67,00 % - Rank Progress S.A., 33,00 % - Partner, which will be paid to the Partner in cash or in shares of intended company, created for the implementation of the investment. However, the Parties have agreed, that this contract will be modified, so the Object will not be constructed and the ground of the real estate will be sold back to a potential investor, while profit from this transaction will be divided according to the proportions presented above. As of the balance date, the obligation against the Partner by virtue of the Partner s services, has not been created yet. 44. Goals and rules of financial risk management The main financial instruments used by the Group include: bank loans, loans in the current account, financial leasing contracts and obtained loans. The main goal of these financial instruments is to obtain monetary assets for the activity of the Group. The Group also has financial assets, such as active debts by virtue of supplies and services, monetary assets and short-term deposits, which are created as a direct result of its activity. In 2008, the Group has signed future forward contracts, which were meant to secure the risk of unfavourable changes of Euro rates in the case of renomination of bank loans from PLN to EUR. The details of these transactions were described in the note 25. In the period of , the Group did not made any transactions using derivative financial instruments. The main types of risk resulting from the financial instruments of the Group include the risk of monetary flows interest rates, viability risk, currency risk and loan risk. The Board verifies and agrees rules of management of each of these risk types these rules have been shortly described below. Page 158

159 Interest rate risk Vulnerability of the Group to the risk caused by changes of market interest rates is related mainly to the long-term financial obligations with variable interest rates, i.e. bank loans and obligations by virtue of leasing contracts. However, curremt financial crisis may cause changes of the evaluation of this risk. Until the end of 2008 the Group thought that the interest rate risk had no significant influence on its financial results. In the future, the Group plans to protect itself from unfavourable changes of the interest rates by signing contracts with constant interest rates. Loan risk The Group makes transactions only with renown companies with good creditibility. All customers, who want to use trade loans, are subjected to a verification procedure. Additionally, thanks to constant monitoring of active debt levels, the risk, that the Group will have active debts, which are impossible to be executed, is small. Age structutre ot trade active debts has been presented in note 20. In relation to other financial assets of the Group, such as monetary assets and its equivalent, the loan risk of the Group arises as a result of the inability of the other party to make payments, and maximum exposure to this risk is equal to the balance value of these instruments. Currency risk The Group signs the majority of rental contracts for its areas in Euro, and this creates a currency risk related to unfavourable changes of Euro, related to PLN. In order to protect itself against the risk of Euro rate change as the currency used to settle the income from rent, the Group decided in 2007 to renominate bank loans taken for investment financing, from PLN to Euro. Future investment in real estates with flows dependent on Euro will be largely secured with bank loans financing these investments, denominated in Euro. In 2008, the Group has signed currency future forward contracts, which were meant to serve as protection against the risk of unfavourable changes of Euro rate in the case of renomination of bank loans obtained in 2008, from PLN to Euro. The details of these transactions have been described in note 25. Viability risk The Group monitors the risk of lack of funds, using the tool of periodical viability planning. This tool includes due dates of both investments and financial assets (e.g. active debt account, other financial assets) and predicted monetary flows from current activity. The goal of the Group is holding balance between the continuity and the flexibility of financing, by using various funding sources, such as loans in current acount, financial leasing contracts. 45. Sensibility analysis Goals and rules of loan risk management: The main types of loan risk resulting from the financial instruments of the Group include: interest rate risk, currency risk, viability risk and loan risk. Interest rate risk: The Group uses obligations mainly in the form of loans with variable interest rates. In 2008, the average weighted interest rate of all loans was 6,39%, while interest rates of loans influencing the financial risk totalled PLN. Analysis of interest sensibility to the interest rates: Average weighted Interest rates change interest rate of loans [%] Interests Influence on net results Influence on own capital +0,25 p.p. 6,64% ,50 p.p. 6,89% ,75 p.p. 7,14% ,00 p.p. 7,39% ,25 p.p. 6,14% Page 159

160 -0,50 p.p. 5,89% ,75 p.p. 5,64% ,00 p.p. 5,39% Currency risk The Group is subjected to the currency risk by virtue of made transactions. All contracts signed with renting parties are denominated in Euro. Average yearly Euro rate in 2008 was equal to 3,5129 PLN/EUR. In 2008, income from rent denominated in Euro totalled PLN, which constituted 9% of total income. Analysis of income sensibility to the Euro rate: Change of Euro rate as of Average Euro rate after change Evaluation Influence on net result Influence on own capital +5% 3, % 3, % 4, % 4, % 3, % 3, % 2, % 2, The only costs expressed in Euro in 2008 were loan interests, which totalled PLN, which constituted 3% of the costs. The loan in Euro was granted from The average Euro rate in the period of was equal to 3,5129 PLN/EUR. Analysis of interest sensibility to the Euro rate: Change of average Euro rate in 2008 Average Euro rate after change Interests Influence on net result Influence on own capital +5% 3, % 3, % 4, % 4, % 3, % 3, % 2, % 2, Additionally, the Group has reevaluated the value of Galeria Piastów and Galeria Piastów III in Legnica to its fair value, which was expressed by the expert in Euro. The fair value of Galeria Piastów was set at the level of EUR, while the fair value of Galeria Piastów III EUR. Total value of the evaluation expressed in Euro totalled EUR, which, according to the Euro rate for , equal to 4,1724 PLN/EUR totalled an amount of PLN. Analysys of fair value sensibility to the Euro rate: Average Euro Change of Euro rate as of rate after change Evaluation Influence on net result Influence on own capital +5% 4, % 4, % 4, Page 160

161 +20% 5, % 3, % 3, % 3, % 3, Financial instruments As of December 31 st of, respectively, 2008, 2007, 2006, the fair value of financial instruments did not significantly differ from their balance value. The table below presents a list of significant financial instruments of the Partnership, divided into classes and categories of assets and obligations Details Financial assets Category according to MSR 39 Balance value Fair value Monetary assets Loans granted HuDD Derivative financial results WwWGpWF Active debts by virt. of financial leasing Active debts by virtue of supplies and services and other active debts LaAD LaAD Financial obligations Loans obtained OFAaccDC Obligations by virt. of financial leasing Derivative financial instruments Including currency future forward contracts Obligations by virtue of supplies and services OFAaccDC EtFVaFR EtFVaFR OFAaccDC Other obligations OFAaccDC Abbreviations used: LaAD Loans granted and active debts OFAaccDC Other financial assets evaluated according to depreciated cost HuDD Financial assets held until due date EtFVaFR Financial assets/obligation evaluated to the fair value by financial result Incomes and costs by virtue of interests related to financial result Income from intersts Bank interests Interests on loans Interests from the partners Total Page 161

162 Interest costs Interests by virtue of loans Interests by virtue of financial leasing Other interests Total Losses by virtue of value loss acc. to categories of financial instruments Loss by virtue of value loss acc. to categories of financial instruments Extract updating granted loans Evaluation of derivative financial results Total Assets reclassification In the period of the Group has not performed reclassfication of elements of financial assets evaluated according to the cost or to the depreciated costs, to elements evaluated to their fair value, it also has not reclassified elements of financial assets evaluated to their fair value, to elements evaluated according to their cost or depreciated cost. Assets exclusion In the period covered by this financial issue prospectus, the Group has not transferred financial assets, which could cause any risks of profits in the future, which could in turn result in creation of an obligation or a cost. Protection of obligations and conditional obligations on financial assets Financial assets created as the protection of obligations On the current and future active debts, which are created as a result of execution of rental contracts of two objects of the Group: Twierdza Commercial-Service Centre and Galeria Piastów, a cessation for BZ WBK S.A. bank has been created, which funds these real estates. On the other hand, the active debts coming from transactions with large commercial networks are cessated to the ING BŚ S.A. bank, with the obligations against ING BŚ S.A. have been regulated in 2009, thus this protection has expired. Protection of assets or non-financial assets created for the Group No protection of elements of financial assets or non-financial assets were made for the Group, for which the Group was entitled to sell the protection or to be subjected to another pledge in case of execution of all duties by the owners of the protection subjects. Protections accounting In the years covered in this Issue Prospectus, the Group did not use accounting for the protections. 47. Capital management The main goal of capital management of the Group is mainating a good creditability rating and safe capital indices, which would support the current activity of the Partnership and which increased its value for the shareholders. The Group manages the capital structure and makes changes to it as results of changes of economic conditions. In order to maintain or to correct the capital structure, the Group may change payment of dividend for the share holders, return the capital to the shareholders or issue new shares. In the years ending on December 31 st, 2008 and December 31 st, 2007, no changes to goals, rules and processes effective in this field have been made. 48. Significant events after the balance date Rank Progress S.A. On December 9 th, 2009, allocation of Series A bonds took place, with their nominal value of a PLN each and total value of PLN, issued by the Partnership. These are 1-year bonds with a yearly interest rate of oprocentowanymi 12%, with the interest paid quarterly. The income from bond issue were assigned for payment of bank loan in ING Bank Śląski S.A. and for investments in commercial objects: Twierdza II Commercial Park in Kłodzko, Tęcza Commercial Gallery in Page 162

163 Kalisz, Pasaż Grodzki in Jelenia Góra and Galeria Piastów II in Legnica. The bonds have been secured with mortgage equal to 120% of issue value, on the real estates of the Partnership, located in Katowice at ul. Olimpijska 11, and on three real estates located in Legnica: at ul. Złotoryjska 63, ul. Senatorska 21 and ul. Witelona 6-8. On November 9 th, 2009, Ordinary General Assembly ( OGA later in text) made the Resolution N o 15/11/2009 on the increase of the company capital of the Issuing Party by issuing normal shares to bearer, Series C, with exclusion of acquisition rights of the current shareholders and on changes to the Status of the Partnership. According to this resolution, the OGA decided to increase the company capital of the Partnership from the amout of PLN to the amount not greater than PLN, namely by an amount no greater than PLN. The increase of company capital is to be performed by issuing no more than new Series C Shares with the nominal value of 0,10 PLN. Series C Shares are about to be fully covered by monetary assets before the registration of capital increase and they are normal shares to bearer, and no special rights will be assigned to these shares. Series C Shares will participate in the dividend, starting from the payments from profit designed for division, for the tax year ending on The Issue of Series C Shares will be performed in the public offer mode. Series C Shares and rights to Series C Shares ( PDA ) will be registered for permission and introduction to circulation on a regulated market of Stock Exchange w Warszawie S.A. On November 9 th, 2009, Ordinary General Assembly of the Shareholders made a resolution on exclusion of the net profit for 2008 from division between shareholders and decided that it will be used to increase the reserve capital of the Partnership. On , by the authenticated deed Rep. A N o 7170/2009, the Partnership has transferred the ownership rights to the real estates located in Zgorzelec to the dependent company E.F. Progress II Sp. z o. o. The contract of ownership transfer has been created as a result of obligation resulting from Resolution N o 1 of Extraordinary Assembly of Shareholders of E.F. Progress II Sp. z o. o. In exchange for the brought real estates, Rank Progress S.A. obtained 1550 shares of E.F. Progress II Spółka z o. o., valued at 2.000,00 PLN each. On , buy the authenticated deed Rep. A N o 7483/2009, the dependent company E.F. Progress II Sp. z o. o. has transferred the ownership of real estates located in Zgorzelec, acquired on the same day, to the dependent company Rank Müller Jelenia Góra Sp. z o. o. The contract on ownership transfer has been created as a result of obligation, resulting from Resolution N o 1 of Extraordinary Assembly of Shareholders of Rank Müller Jelenia Góra Sp. z o. o. In exchange for the brought real estates and the monetary deposit, E.F. Progress II Spółka z o. o. brought the increased value of 40 existing shares of Rank Müller Jelenia Góra Sp. z o. o., valued at ,00 PLN each. On , the Partnership acting as the Seller, has signed a pre-initial sale contract with Aldi Sp. z o. o. in Chorzów, of real estates located in Bielsko-Biała with total area of sq.m. The sale price was agreed as PLN. On , the Partnership acting as the Seller, has signed a sale contract with its dependent company E.F. Progress III Sp. z o. o., of the ground located in Zamość, with the area of sq.m. The sale price was agreed as PLN. On , the Partnership acting as the Seller, has signed a sale contract with Carrefour Polska Sp. z o. o., of a ground real estate with a building, located in Jastrzębie Zdrój, with the total area of sq.m. The sale price was agreed as PLN. On September 10 th, the Partnership has signed annexes to investment loan contracts for funding the real estates of Galeria Piastów I, II i III (GPI, GP II, GP III) and the real estate in Katowicae. According to signed annexes to the loan contracts of GP I, II i III, the most important changes in comparison to the initial contracts were related to shortening of the loan period, respectively, to August 31 st, 2014 and September 1 st, 2014, assuming the yearly loan depreciation rate of 1,5% and a balloon rate at the end of loan period with the possibility of extension of the funding period for additional 2 years, changes of capital installments, increase of the bank s profit, creation of additional protection of the loan using a mortgage on a real estate in Zgorzelec, introduction of a cash sweep mechanism for the GP I loan and modifications thereof in the case of GP II and GP III loan. Additionally, the annexes predict additional obligations of the Partnership and a modification of agreed parameters if the conditions specified in the annexes are not met. The changes of loan conditions do not pose a threat of losing the ability of the unit to contnue its acitivity. Forward contracts signed by the unit for sales of Euro currency, signed as a protection against the currency exchange rate of an investment loan granted in PLN to Euro, have been settled on May 29 th, 2009 and June 29 th, 2009, generating a total loss on derivative instruments equal to PLN, where PLN was found in Galeria Piastów III has been opened in April, E.F. Progress I On , the unit has signed a contract with P.B. Cezbed Sp. z o.o. located in Wrocław, on the general contractor for the investment within implementation of a commercial-service centre Galeria Tęcza in Kalisz. The value of the contract is a net amount of PLN. Page 163

164 E.F. Progress III On , on the basis of an authenticated deed 403/2009, the partnership has sold the perpetual use right to the 40/1 ground parcel to MB PROGRESS CAPITAL LIMITED, together with ownership of a building, which is a separate real estate. On the basis of loan contract dated the Partnership has granted Rank Progress S.A. a loan of PLN. The payment date of the loan is December 31 st, E.F. Progress IV Sp. z o.o. On the Board of the dependent unit E.F. Progress IV Sp. z o.o. has lodged a bankruptcy application with a possibility of agreement to the proper court. The court has not made a decision in this matter as of the date of preparation of these consolidated financial information. E.F. Progress V Sp. z o. o. On April 3 rd, 2009, this company has opened Twierdza Commercial Centre in Kłodzko. On September 10 th, the Partnership has signed an annex to the investment loan contract, financing Twierdza Commercial Centre. According to the signed annex, the most significant changes in comparison to the initial contract were related to the shortening of loan period to September 1 st, 2013 with a possibility of extension to September 1 st, 2016, if some defined conditions are met, changes of capital installments, increase of bank profit and change of the cash sweep mechanism. Additionally, the annex provides additional duties on the Partnership and modification of existing parameters if the conditions specified in the annex are not met. The changes of loan conditions do not pose a threat of losing the ability of the unit to continue its activity. The settlement date of the forward contract signed by the partnership in the part related to Euro has been extended to November 30 th, 2009, with the loss on this part of the contract was stated in 2008 and it totalled PLN. E.F. Progress VII Sp. z o. o. On June 29 th, 2009, the Partnership has signed a contract with Erbud S.A. on the general contractor of a commercial-service centre Retail Park in Kłodzko with a net value of PLN. Rank Müller Jelenia Góra Sp. z o.o. On June 29 th, 2009, the Partnership has signed a contract with Erbud S.A. on the general contractor of Pasaż Grodzki centre in Jelenia Góra with a net value of PLN. 49. Information about contracts with entities entitled to study The salary of the expert auditor for the services of study and survey related to the financial reports of units of the Capital Group for 2008 totalled PLN, net. No other services were performed by the expert auditor for the Group in Information on economic character and goal of contracts signed by the unit and not included in the balance in a scope necessary for evaluation of their influence on material and financial situation and on the financial result of the unit On January 27 th, 2007 Rank Progress S.A. has signed a contract with JA-WA Morgaś, Ostasz Spółka Jawna located in Zamość, on cooperation in the field of defining rules of joint implementation of an economic goal, which is to manage real estates located in Zamość, by creating a commercial object with the area of about 35 thousands of square meters. As a part of the contract, Rank Progress S.A. has obliged to purchase a number of real estates located in Zamość, also real estates, which are indirectly owned by JA-WA Morgaś, Ostasz Spółka Jawna, and then to implement the object on the real estate. Once the legal, effective permission for use of the constructed object is obtained, Rank Progress S.A. has obliged to perform a free transfer of 30% of shares of the intended company, created for the implementation of the said investment or to pay the partner the profit he is entitled to, i.e. an amount equal to 30% of the market price of the object, minus all expenses related to the investment. Effects of this contract have not been included, since the condition of right acquisition has not been fulfilled. On May 14 th, 2008, Rank Progress S.A. signed a contract with H.M. Prosper Hildebrand Morgaś Spółka Jawna located in Zamość ( Partner ), on cooperation in the field of defining rules of joint implementation of an economic goal, which is to manage real estates located in Skarżysko-Kamienna, by construction of a multifunctional object (commercial-servicesoffices) ( Obiekt ). As a part of this contract, the Parties have obliged, e.g., to the implementation of the joint venture and to obtaining profit in the following proportions 67,00 % - Rank Progress S.A., 33,00 % - Partner, which will be paid to the Page 164

165 Partner in cash or in shares of intended company, created for the implementation of the investment. However, the Parties have agree, that this contract will be modified, so the Object will not be constructed and the ground of the real estate will be sold back to a potential investor, while profit from this transaction will be divided according to the proportions presented above. As of the balance date, the obligation against the Partner by virtue of the Partner s services, has not been created yet. Jan Mroczka Dariusz Domszy Mariusz Kaczmarek Board Chairman Board Deputy Chairman Board Member Person responsible for preparation Financial information pro forma The Issuing Party has not prepared financial information pro forma, since no transactions took place in the Group, which would oblige the Issuing Party to prepare such information Financial reports The financial reports have been presented in p.20.1 Part III Registration Document of the Prospectus. Presented financial information and comparable financial data contain an extended range of informations and explanations in comparison to signed financial reports for particular tax years Study of historical yearly financial information Statement declaring, that historical financial informations have been studied by an expert auditor Historical financial information presented in p.20.1 Part III Registration Document of the Prospectus have been studied by an expert auditor. None of the expert auditors refused their opinion either about historical financial information or about financial reports for particular tax years, presented in this Prospectus. Additionally, none of the opinions of the expert auditors, related to these reports, were negative and they did not contain objections 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. The opinion from the study done by an independent expert auditor about historical financial information has been presented in p of the Registration Document Opinion of an independent expert auditor for the current year from January 1 st to December 31 st, 2008 Page 165

166 Page 166 Rank Progress S.A. Issue Prospectus

167 Opinion of an independent expert auditor for the current year from January 1 st to December 31 st, 2007 Page 167

168 Page 168 Rank Progress S.A. Issue Prospectus

169 Indication of other information in the Registration Document, which were studied by expert auditors HLB Sarnowski & Wiśniewski Spółka z o.o., in addition to studies of historical financial information, study of mid-year financial information of the period from January 1 st, 2009 to June 30 th, 2009 and execution of confirmation works on the forecasts of results of the Capital Group of the Issuing Party, has studied consolidated financial reports prepared according Page 169

170 to the International Standards of Financial Accounting (ISFR) for the tax years ending on December 31 st, 2008 and December 31 st, 2007, and for the period of 6 months ended on June 30 th, 2009 and has given an opinion on these informations, raising no objections (p.20.4, 13.2, , Part III Registration Document of the Prospectus) Opinion of an independent expert auditor for the current year from January 1 st to June 30 th, 2009 For the General Assembly, Supervisory Board and Board of RANK PROGRESS S.A. We have performed a study of the appended, mid-year short consolidated financial report of Rank Progress S.A. Capital Group ( Capital Group ) including: mid-year consolidated report on financial position as of June 30 th, 2009, which shows an amount of zl on the side of assets and on the side of credits mid-year consolidated report on total income for the period from January 1 st, 2009 to June 30 th, 2009, showing a net profit of z, and a net profit assigned to shareholders of the Dominating Entity of zl, mid-year consolidated report on changes of own capital for the period from January 1 st, 2009 to June 30 th, 2009, showing an increase of own capital by the amount of zl, mid-year consolidated report of monetary flows for the period from January 1 st, 2009 to June 30 th, 2009, showing a decrease of monetary assets level equal to zł, additional explanatory notes. The Board of the Dominating Unit is responsible for the reliability, correctness and clarity of the appended, consolidated financial report, as well as for the correctness of the consolidation documentation. Our task was to study the appended mid-year short consolidated financial report and to express an opinion based on this study, if the mid-year short consolidated financial report properly, reliably and clearly presents the material and financial situation of the Group along with its financial result it all significant aspects. We have performed the study of appended, mid-year short consolidated financial report according to the statements of: regulations of the Act dated September 29 th, 1994 on accounting (uniform text, Dz. U. dated 2009 N o 152, pos with later changes), practices of studying financial reports, used in Poland, international standards of financial revision on all issues not regulated in the aforementioned regulations. We have planned and performed this study in order to obtain a rational certainity to as if the report contains any significant errors. The study included checking the correctness of accounting rules (policy) used by the bound units and checking (mostly on a random basis) of basis, which were used to provide numbers and informations included in the consolidated financial report, as well as a global evaluation of the report. We think that the study we have performed brought all basics necessary to express a reliable opinion. In our opinion, the appended, mid-year short consolidated financial results, including numeric data and verbal explanations, in all important aspects: Properly, reliably and clearly presented all informations important for evaluation of material and financial situation of the Capital Group as of June 30 th, 2009, as well as of its financial result for the current year, from January 1 st, 2009 to June 30 th, 2009, It has been prepared properly, i.e. according to the accounting rules (policy), resulting from International Accounting Standards/International Standards of Financial Reporting and interpretations related to them, announced as regulations of the European Committee, and in the scope not regulated in these Standards according to the requirements of the Act on accounting and executive regulations issued on the basis of this Act, Conform to the legal regulations, binding for the Capital Group, influencing the contents of the consolidated financial reports. Without raising objections to the mid-year short consolidated report we would like to inform, that the financial reports of 11 dependent units covered in this report, which participated in the balance amount at the level of 8,9%, were not studied by the expert auditor. Additionally, the consolidated financial report of the Group for the year 2008 has not been accepted by the General Shareholders Assembly, lodged in a court or submitted for publishing in Monitor Polski B, until an opinion is obtained. Dariusz Sarnowski Expert Auditor Evidence number Page 170

171 HLB Sarnowski & Wiśniewski Sp. z o.o Poznań, ul. Bluszczowa 7 Entity entitled to study financial reports, registered in the list of entitled entities managed by KIBR, with evidence number 2917 Poznań, January 4 th, Source of data included in the financial reports The expert auditor has not used any other sources of financial data than the financial reports and accounting books of the Partnership Date of the newest financial information The last historical financial information studied by the expert auditor is the report for 2008, which was presented in p Part III Registration Document of the Prospectus. The last mid-year financial information studied by the expert auditor is the report for the 6 months of 2009, which was presented in p Part III Registration Document of the Prospectus Mid-year and other financial information Introductions The Board of the Issuing Party has prepared mid-year financial information for the period of January 1 st to June 30 th, The mid-year financial information, as well as other financial information, have been prepared according to the International Standards of Financial Reporting, including the fact that their contents correspond to the directives defined in MSR 34 Mid-year financial reporting. Page 171

172 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 The mid-year financial information of the RANK PROGRESS Capital Group for the period from January 1 st, 2009 to June 30 th, 2009, submitted by the Board of the Issuing Party, have been subjected to study according to the requirements included in the Committee Regulation (EC) N o 809/2004 dated April 29 th, 2004, implementing the 2003/71/EC Directive of the European Parliament and of the Council on the information included in issue prospectuses and their form, inclusion be reference and publishing of such issue and advertising propagation. The Board of the Issuing Party is responsible for reliability, correctness and clarity of the appended mid-year financial information, prepared according to the International Standards of Financial Reporting, applying to the mid-year reporting, which have been approved by the European Union ( MSR 34 ). Our task was to study the information and to express the opinion on the reliability, correctness and clarity of these financial information. We have performed the study of the mid-year financial information according to the statements of: chapter 7 of the Act dated September 29 th, 1994 on accounting (uniform text, Dz. U. dated 2009 N o 152, pos with later changes), practices of studying financial reports, used in Poland, international standards of financial revision on all issues not regulated in the aforementioned regulations. We have planned and performed the study of mid-year financial information in order to gain rational certainity, allowing to express an opinion on mid-year financial information. The study included in particular checking the correctness of accounting rules (policy) applied by the Group and significant estimations, checking mostly on a random basis the basis of numbers and informations included in the mid-year financial information, and a global evaluation of the situation of the Capital Group of the Issuing Party expressed by the mid-year financial information. We think that the study gave us an adequate basis for expressing a reliable opinion. In our opinion, the studied mid-year financial inforation of the RANK PROGRESS Capital Group included in the Prospectys, containing numerical data and verbal explanations: Properly, reliably and clearly presented all informations important for evaluation of material and financial situation of the Capital Group as of June 30 th, 2009, as well as of its financial result for the current year, from January 1 st, 2009 to June 30 th, 2009, It has been prepared properly, i.e. according to the accounting rules (policy), resulting from International Accounting Standards/International Standards of Financial Reporting and interpretations related to them, announced as regulations of the European Committee, and in the scope not regulated in these Standards according to the requirements of the Act on accounting and executive regulations issued on the basis of this Act, Conform to the legal regulations, binding for the Capital Group, influencing the contents of the consolidated financial reports, Contain an information scope concordant with the International Standards of Financial Reporting, applying to mid-year reporting, which have been approved by the European Union ( MSR 34 ). Without raising objections to the mid-year short consolidated report we would like to inform, that the financial reports of 11 dependent units covered in this report, which participated in the balance amount at the level of 8,9%, were not studied by the expert auditor. Dariusz Sarnowski Expert Auditor Evidence number Page 172

173 HLB Sarnowski & Wiśniewski Sp. z o.o Poznań, ul. Bluszczowa 7 Entity entitled to study financial reports, registered in the list of entitled entities managed by KIBR, with evidence number 2917 Poznań, January 4 th, 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 1.Consolidated Report of financial position Assets Note Real assets Other fixed assets Non-material values Active debts and other assets Asset by virtue of delayed tax Fixed assets Reserves Active debts and other assets Monetary assets Current assets TOTAL ASSETS Credits Note Share capital Reserve capital Profits held/uncovered losses Including net profit for the period Own capital (assigned to shareholders of the Dominating Unit) Minority capital Total own capital Financial obligations Reserve by virtue of delayed income tax Page 173

174 Long-term obligations Financial obligations Obligations by virtue of supplies and services Other obligations Short-term obligations TOTAL CREDITS Consolidated report on total income Details Note Continued activity Sales income Products and services sales income Goods sales income Product level change Current activity costs Value of goods sold Materials and energy usage External services Other costs Profit (loss) on sales Evaluation of investment real estates to their fair value Other current incomes Other current costs Profit (loss) on current activity Financial incomes Financial costs Gross profit (loss) Income tax Net profit (loss) from continued activity Abandoned activity Net profit (loss) from abandoned activity - - Other total income Other elements of total income - - Income tax related to other elements of total income - - Other total income (net) - - Page 174

175 Total income Net profit assigned to: Shareholders of the Dominating Unit Minor shareholders -4-1 Total income assigned to: Shareholders of the Dominating Unit Minor shareholders -4-1 Basic profit per share from the profit in the period in PLN 2,43 0,15 Diluted profit per share from the profit in the period in PLN 24 2,13 0,15 3.Consolidated report on monetary flows Details FLOW OF MONETARY ASSETS FROM CURRENT ACTIVITY Gross profit Corrections Evaluation of real estates to their fair value Minority profits -4-1 Depreciation Currency rate differences Interests Profit (loss) from investment activity Reserve level change Supplies level change Active debt level change Short-term obligations level change Inter-periodic settlements level change Transfer between fixed assets and supplies - - Income tax Other corrections Net monetary flows from current activity FLOWS OF MONETARY ASSETS FROM INVESTMENT ACTIVITY Incomes Disposal of tangible fixed assets and non-material values From other financial assets Expenses Purchase of of tangible fixed assets and non-material values On investments in real estates Net monetary flows from investment activity FLOWS OF MONETARY ASSETS FROM FINANCIAL ACTIVITY Page 175

176 Incomes Bank loans Expenses Bank loans payments Payments by virtue of financial leasing Intersts For other financial obligations 7 - Net monetary flows from financial acitivity Net flows of monetary assets Balance monetary assets level change Monetary assets at the beginning of the period Monetary assets at the end of the period Consolidated Report on changes of own capital 6 months period ended on June 30 th, 2009 Details State as of January 1 st, 2009 Division of financial result for 2008 Basic capital Reserve capital Undivided result from previous zears Net profit (loss) Own capital assigned to major shareholders Capital assigned to minor shareholders Total own capital Net profit (loss) Other total income for the period of 6 months Extra payments for capital of dependent unit State as of June 30 th, months period ended on June 30 th, 2008 Details State as of January 1 st, 2008 Division of financial result for 2007 Basic capital Reserve capital Undivided result from previous zears Net profit (loss) Own capital assigned to major shareholders Capital assigned to minor shareholders Total own capital Net profit (loss) Other total income for the period of 6 months Page 176

177 Extra payments for capital of dependent unit State as of June 30 th, months period ended on December 31 st, 2008 Details State as of January 1 st, 2008 Division of financial result for 2007 Basic capital Reserve capital Undivided result from previous zears Net profit (loss) Own capital assigned to major shareholders Capital assigned to minor shareholders Total own capital Net profit (loss) Other total income for the period of 6 months Extra payments for capital of dependent unit State as of June 30 th, Financial report according to segments of activity The Group has set its current segments on the basis of reports, which are used in the process of strategic decision making. The reporting related to the segments conforms to the internal reporting, presented to the people managing the Group and making decisions on the operational level. The basic division into segments of activity is division according to basic groups of sales portfolio of the Group, i.e. the virtues, by which it obtains its sales income. Because of the above fact, the Board has separated 2 segments, i.e. Real estate rents and Real estate sales. The tables below present data related to incomes, profits and assets and obligations of particular segments of the Group for the 6 months period ended on June 30 th, 2009 and June 30 th, months period ended on June 30 th, 2009 or as of June 30 th, 2009 Details Real estate rents Real estate sales Unassigned entries Consolidation corrections Total activity 6 months period ended on Goods sales income Products and services sales income Total Gross profit (loss) from sales Assets and obligations as of Page 177

178 Total assets Total obligations months period ended on June 30 th, 2008 or as of December 31 st, 2008 Details Real estate rents Real estate sales Unassigned entries Consolidation corrections Total activity 6 months period ended on Goods sales income Products and services sales income Total Gross profit (loss) from sales Assets and obligations as of Total assets Total obligations Additional explanatory notes 1. General information Rank Progress Capital Group ( Group, Capital Group ) consists of the Dominating Unit Rank Progress S.A. and its dependent companies. Mid-year financial information of the Group cover 6 months period ended on June 30 th, 2009 and contain comparable data for a 6 months period ended on June 30 th, 2008 or as of December 31 st, Rank Progress S.A. ( Dominating Unit, Partnership ) was created as a result of resolution made by the partners of Bartnicki, Mroczka E.F. Rank Progress Spółka jawna partnership on October 1 st, 2007, through a transformation from a general partnership into a stock partnership. The stock partnership has been registered in the National Court Register on October 10 th, The office of the Dominating Unit is located in Legnica, Złotoryjska 63. The Partnership performs its activity in a form of a stock partnership registered in Poland and currently registere in the business units register maintained by the District Court in Wrocław, with the number KRS The duration of the Dominating Unit and of the units forming the Group is permanent, with the exception of KMM Sp. z o.o. in liquidation, which is being liquidated. The basic activity subjects of the Dominating Unit are: Deconstruction and demolition of buildings, Execution of general construction works, Execution of other finishing construction works, Real estate rents on its own account, Management and sales of real estates on its own account. The Capital Group focuses its current and future activity on implementation of four categories of projects within the real estate market: Large area commercial-service centres, Uptown commercial galleries, Mixed function objects, i.e. apartment-services-offices, Highly profitable, short-term investment projects. Page 178

179 The dominating unit and the entire Group is controlled by Mr Andrzej Bartnicki and Mr Jan Mroczka, who directly and indirectly hold 49,36% (each) of votes at the General Assembly. 2. Group Composition As of June 30 th, 2009 and as of December 31 st, 2008, the following dependent companies form the Capital Group: N o Unit name Basic activity subject Location Particip. in capital Particip. in capital E.F. Progress I Sp. z o.o. (1) Legnica 100% 100% 2 E.F. Progress II Sp. z o.o. (1) Legnica 100% 100% 3 E.F. Progress III Sp. z o.o. (1) Legnica 100% 100% 4 E.F. Progress IV Sp. z o.o. (1) Legnica 100% 100% 5 E.F. Progress V Sp. z o.o. (1) Legnica 100% 100% 6 E.F. Progress VI Sp. z o.o. (1) Legnica 100% 100% 7 E.F. Progress VII Sp. z o.o. (1) Legnica 100% 100% 8 HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. (1) Legnica 100% 100% 9 KMM Sp. z o.o. in liquidation (1) Zamość 100% 100% 10 Rank Müller Jelenia Góra Sp. z o.o. (1) Jelenia Góra 50% 50% 11 Rank Prosper Skarżysko Kamienna Sp. z o.o. (1) Legnica 100% 100% 12 Colin Holdings Limited (1) Nicosia, Cyprus 100% - (1) Real estate agents, real estate circulation, real estate construction and management on own account, real estate construction on third parties account. All companies have been consolidated in the mid-year financial information using the full method, with the exception of Colin Holdings Limited, which has been excluded from the consolidation according to MSR 8, using the significance rule. The full consolidation methods has been also used for Rank Müller Jelenia Góra Sp. z o.o., which is designed to become a dependent unit of Rank Progress S.A. 3. Declaration of conformity and the basis of preparation These mid-year financial information of the RANK PROGRESS S.A. Capital Group have been prepared according to the International Standards of Financial Reporting (ISFR) as approved by the EU, which apply to the mid-year financial reporting. As of the date of approval of these historical financial information for publishing, taking into account the fact that the process of ISFR standards implementation is underway within EU and the activity of the Group, in the field of accounting rules applied by the Group no significant differences have been observed between effective ISFR standards, and the ISFR standards being implemented by the EU. ISFR include standards and interpretations accepted by the International Accounting Standards Council ( IASC ) and by the Committee for Interpretation of International Accounting Reporting ( CIIAR ). These mid-year financial informations have been prepared according to the historical cost rule, with the exception of investment real estates, which are evaluated to the fair value. The mid-year financial informations have been presented in thousands of zlotys ("tys. PLN"), unless stated otherwise. Mid-year financial information was prepared using the assumption of continuity of business activity by the companies of the Group in the predictable future, with the exception of KMM Sp. z o.o. in liquidation, which is being liquidated. As of the date of approval of these financial information, no circumstances indicating a threat to the continuity of business activity of other companies of the Group have been observes, with the exception of the dependent unit E.F. Progress IV Sp. z o.o., the Board of which has lodged a bankruptcy application with a possibility of agreement to the proper court, this application has not been considered as of the date of preparation of these historical financial information. As a consequence, one cannot exclude that the assumption of continuity of business activity of E.F. Progress IV Sp. z o.o. may become irrelevant. Page 179

180 A mid-year financial information does not contain all informations and revelations required in a yearly, consolidated financial report and they should be read together with yearly financial information of the Group for the year eneded on December 31 st, These mid-year financial informationof the Group for the 6 months period ended on June 30 th, 2009, have been approved for publication by the Board on December 22 nd, Changes of applied accounting rules Below, new or changed ISFR regulations and new CIIAR interpretations (approved or undergoing approval by the European Union), which are effective as of January 1 st, 2009: 1. ISFR 8 Operational segments The Group has presented the report according to the operational segments, in accordance with the new ISFR 8 regulations. 2. ISFR 1 (change) First instance of application of International Standards of Financial Reporting" and to MSR 27 (zmiana) "Consolidated and unitary financial reports "- published on May 22nd 2008, modified ISFR 1 and MSR 27 is effective in relation to yearly periods starting on January 1 st, 2009 of later. 3. MSR 32 (change) Financial instruments: presentation" and MSR 1 (change) "Financial reports presentation"- published on February 14 th, 2008, the modified Standard is effective in relation to reporting periods starting on July 1 st, 2009 or later. 4. ISFR (2008) Amendments to the International Standards of Financial Reporting 2008" published on May 22 nd, The majority of amendments is effective for yearly periods starting on January 1 st, 2009 or after that date. 5. Interpretation of CIIAR 15 Contracts on real estate construction"- CIIAR 15 interpretation, published on July 3 rd, 2008, is applied to yearly financial reports for the periods starting on January 1 st, 2009 or later. This interpretation has not been approved by the European Union. 6. Interpretation of CIIAR 16 Net securities of investments in a foreign entity "- CIIAR 15 interpretation, published on July 3 rd, 2008, is applied to yearly financial reports starting on October 1 st, 2008 or later. 7. MSR 23 (updated) "Costs of external financing", published on December 10 th, 2008, is effective in relation to the yearly periods starting on January 1 st, 2009 or later. 8. MSR 1 (updated) "Financial report presentation", published on December 17 th, 2008, is effective in relation to yearly periods starting on January 1 st, 2009, or later. 9. MSSF 2 (change).payments in the form of shares Conditions of obtaining rights and their cancellation", published on January 17 th, 2008, it is effective in relation to yearly periods starting on January 1 st, 2009, or later. Application of the updated MSR 1 "Financial reports presentation", had influenced the field of naming particular reports and presenting only transactions with the owners in the summary of changes in consolidated own capitals. Other elements were included separately, in a consolidated summary of total income. Application of the updated MSR 40 "Investment real estates", to the field of real estates under construction, forces the model of evaluation to the fair price to be applied to them. However, in a case when the fair value of an investment real estate under construction cannot be reliably evaluated, it is evaluated according to the historical cost model, to the earlier date of these: date of finish of the construction works, or a moment, in which the possibility of reliable evaluation of the fair price is possible. On this basis, the Partnership continues to evaluate the investment real estates under construction according to the historical cost model. Application of the updated MSR 40 does not cause a necessity of making changes in the financial data for previous periods in order to obtain their comparability. Application of ISFR 8 "Operational segments", which replaced MSR 14 "Reporting related to activity segments " influenced the field of revealing data related to the operational segments of the Group, according to which the strategic decision within the Group are made. Except for the listed ones, other changes of standards and interpretations did not cause significant changes in the accounting policy of the Group and in data presentation in the mid-year financial information. 5. New standards and interpretation, which have been published, and are not yet effective As of the date of preparation of these mid-year financial information, the following standards, changes of standards and interpretations have been published, but which are not yet effective: 1. ISFR 1 (change) First instance of application of International Standards of Financial Reporting"- published on November 27 th, This standard is required for preparation of the first financial report of the unit according to ISFR for yearly periods, starting from July 1 st, 2009, with the possibility of earlier application thereof. 2. ISFR 3 (change) Business entities fusions"- published on January 10 th, 2008 and effective in relation to reporting periods starting on July 1 st, 2009 or later. Page 180

181 3. MSR 27 (change) Consolidated and unitary financial reports"- published on January 10 th, 2008 and effective in relation to reporting periods starting on July 1 st, 2009 or later. 4. MSR 39 (change) Financial Instruments: inclusion and evaluation"- published on July 31 st, 2008, these changed are retrospectively applied to yearly periods stating on July 1 st, 2009 or later. 5. MRS 39 (change) "Financial instruments: Entries qualifying to the protection accounting ", are effective for yearly periods starting on July 1 st, 2009 and later. These changes have not been approved by the European Union. 6. MSSF 1 (updated) " First instance of application of International Standards of Financial Reporting ", it is applied to yearly periods starting on July 1 st, 2009 and later. This standard has not been accepted by the European Union. 7. CIIAR 17 "Distribution of non-monetary assets to the owners", it is applied to yearly periods starting on July 1 st, 2009 and later. This interpretation has not been approved by the European Union. 8. CIIAR 18 "Free transfer of assets", is applied prospectively to the elements of assets obtained from the customers on July 1 st, 2009 or later. This interpretation has not been approved by the European Union. 9. Improvements in the International Standards of Financial Reporting a set of changes to the International Standards of Financial Reporting, these changes are applied in most of the cases to yearly periods starting on January 1 st, 2010 and later. These changes have not been approved by the European Union. 10. ISFR for Small and Medium Units. This standard comes into effect on the day on its publication (July 9 th, 2009). This standard has not been accepted by the European Union. 11. ISFR 1 (change) " First instance of application of International Standards of Financial Reporting", they are applied to yearly periods starting on January 1 st, 2010, or later. These changes have not been approved by the European Union. According to the estimations of the Group, the aforementioned standards, interpretations and changes to standards would not significantly influence the mid-year financial information, if they had been applied by the unit as of the balance date. Additionally, the Group does not predict that application of the standards already published, but not approved by the EU could significantly the numerical values presented in this Prospectus as mid-year financial information. 6. Importing accounting rules With the exception of changes described in Note 4, accounting rules and calculation methods used in preparations of mid-year financial information are concordant with the rules described in the studied consolidated financial results of the Rank Progress Capital Group, preparec according to the ISFR for the year ended on December 31 st, 2008, accepted for publication on October 2 nd, 2009, and with historical financial information for the year ended on December 31 st, Significant values based on professional judgement and estimation The Board of the Dominating Unit has used the best of its knowledge related to the standards and interpretations used, as well as to methods and rules of evaluation of particular entries of these mid-year financial information. The preparation of the mid-year financial information according to ISFR, required the Board to make some estimations and assumptions, which are reflected in these informations. The real results may differ from these estimations. Below, the basic assumptions regarding the future and othey key uncertainity sources existing as of the balance day, which are connected with a significant risk of a significant correction of balance value of assets and obligations in the next financial periods. Classification of leasing contracts The Group is a party of leasing contract, which, according to the Board, fulfill the conditions of financial leasing. Assets and reserves for delayed income tax Assets and reserve by virtue of delayed income tax are evaluated using tax rates, which, according to the legal regulations, will be in effect at the moment of asset implementation or reserve dissolution, by taking legal tax regulations legally or actually effective on the balance day, as the basis of evaluation. The Group recognizes the element of assets by virtue of delayed income tax, basing on the assumption that in the future, a tax income will be gained, which would allow to use it. A drop of tax results in the future could cause, that this assumption could become irrelevant. Depreciation rates The level of depreciation rates is set on the basis of predicted period of economic usefulness of elements of tangible fixed assets and non-material values. These estimations are based on predicted file cycles of particular elements of fixed assets, which can be chnaged in the future. Fair value of investment real estates The Group evaluates investment real estates according to the fair value model, using evaluations of independent experts, at least once a year. In other cases, the Group makes its own estimations on the basis of previously obtained estimated operates. Page 181

182 Extracts updating the value of supplies The Group makes an evaluation on each balance date, if there are any suggestions of value loss of the real estates classified as supplies. If such suggestions of value loss are obtained, the Group makes extracts updating the value of the real estate to the recovered value level, i.e. to the higher of these two values: fair value minus disposal costs or useful value. Extracts updating active debts The Group has updated values of active debts, estimated the probability of obtaining income from active duties past their due dae and estimated the value of lost income, for which an updating extract has been created. Fair value of derivative instruments The Group has defined the fair value of derivative financial instruments, not quoted on the active markets (eg. forward contracts), on the basis of evaluations obtained from the banks, with which these contracts have been signed. The evaluations include discounted future incomes, generated by these instruments and predicted foreign currencies rates. 8. The seasonal or cyclic character of activity of the Capital Group In the opinion of the management of the Group, seasonal or cyclic character of the activity of units of the Group could not be seen in the reporting period and in the comparable period. 9. Characteristic and amount of atypical entries according to their nature, amount or scope, influencing the midyear financial information In the period ended on June 30 th, 2009, no atypical events for the the Rank Progress Group took place, which could influence the mid-year financial information by their nature, amount or scope. 10. Changes in the structure of the Capital Group On March 31 st, 2009, the Dominating Unit has founded and obtained 100% of shares of Colin Holdings Limited ( Colin Partnership ) according to art. 113 of the Cyprus act Partnership Law, as a limited liability Partnership located in Cyprus. The Colin Partnership has been registered in the partnership register, managed by the Minister of Trade, Industry and Tourism (Partnership Registration Department) in Nicosia, with the number The company capital totals 1000 EUR. No other changes in the structure of the Group took place. The structure of Rank Progress Capital Group as of June 30 th, 2009 and as of December 31 st, 2008, has been presented in Note Changes of estimated values In the table below, basic estimated values as of June 30 th, 2009 and as of December 31 st, 2008 are presented. Details Asset by virtue of delayed tax Fair value of investment real estate Reserve by virtue of delayed tax Depreciation Extracts updating the value of active debts Extracts updating the value of real estates under construction Extracts updating the value of supplies Evaluation of derivative financial instruments Real estates Details Investment real estates Galeria Piastów I Legnica/Senatorska Zgorzelec Galeria Piastów II Page 182

183 Opole Turawa Osiedle Ptasie Galeria Twierdza / Kłodzko Galeria Piastów III Investment real estates Real estates under construction Galeria Piastów III Zamość Twierdza Commercial Centre / Kłodzko Grudziądz Stargard Szczeciński Other Real estates under construction (gross) Extracts updating real estates under construction Total real estates under construction, net Total real estates, net The Group has evaluated all investment real estates as of June 30 th, 2009 and as of December 31 st, 2008, to their fair value on the basis of evaluations of independent experts. As of June 30 th, 2009 and as of December 31 st, 2008, all investment real estates under construction have been evaluated according to their historical model. The table below presents changes of value of investment real estates in the reporting periods: Details At the beginning of the reporting period Purchases Sales - - Effects of evaluation to the fair value Transfer from investments under construction At the end of the reporting period The table below presents changes of value of investment real estates under construction in the reporting periods: Details At the beginning of the reporting period Purchases and expenses on investments Sales Extracts updating real estates under construction Transfers to investment real estates Transfers to goods At the end of the reporting period The table below presents the effect of changes of the fair value of real estates in the periods presented in these mid-year historical information. Page 183

184 Details Rank Progress S.A. Issue Prospectus Galeria Piastów I Legnica/Senatorska Zgorzelec Galeria Piastów III Osiedle Ptasie Galeria Twierdza / Kłodzko Galeria Piastów II Total Supplies Details Materials Production underway Ready products Goods Total The goods of the Group include grounds purchased in order to sell them back with profit. As of June 30 th, 2009, the Group has included in the goods: N o Project name Location Purpose Balance value 1. Opole Malinka Opole Mall (hypermarket) Brzeg Brzeg market Wrocław Wrocław Apartment district Legnica, ul. Nowodworska Legnica Mall (hypermarket) Bielsko-Biała Bielsko-Biała Supermarket Katowice Katowice Multifunctional object Browar Legnica Multifunctional object Kłodzko 2 Legnica Commercial park Other Total As of December 31 st, 2008 the Group has included in the goods : N o Project name Location Purpose Balance value 1. Opole Malinka Opole Mall (hypermarket) Jastrzębie Zdrój Jastrzębie Zdrój Commercial gallery Grudziądz Grudziądz Page 184 Commercial-entertainment centre 4. Brzeg Brzeg Market

185 5. Wrocław Wrocław Apartment district Legnica, ul. Nowodworska Legnica Mall (hypermarket) Legnica, ul. Jaworzyńska Legnica Wholesale Bielsko-Biała Bielsko-Biała Supermarket Katowice Katowice Multifunctional object Total The table below presents changes of value levels of supplies in the reporting periods: Details At the beginning of the reporting period Expenses and purchases Sales Extracts updating supplies At the end of the reporting period The Group has not made any significant extracts updating the value of supplies in the reporting periods. 14. Financial obligations Details Bank loans and loans Obligations by virtue of financial leasing Derivative financial instruments Total financial obligations, including: long-term short-term Bank loans Details Bank loans long-term short-term Specification of bank loans as of June 30 th, 2009 Loan acc. to contract Remaining payment Interest rate Currency Currency Payment tys. PLN tys. PLN conditions as of (tys.) (tys.) deadline Bank / Granting Party BZ WBK S.A TEUR EURIBOR1M+2,1p.p BZ WBK S.A TEUR EURIBOR1M+2,1p.p BZ WBK S.A WIBOR1M+2p.p BZ WBK S.A WIBOR1M+3,5p.p ING Bank Śląski WIBOR1M+0,8p.p Deutsche Bank WIBOR1M+0,8p.p Page 185

186 PKO BP WIBOR1M+2,3p.p Deutsche Bank WIBOR1M+0,8p.p BZ WBK S.A WIBOR1M+3,25p.p BZ WBK S.A WIBOR1M+2,5p.p BZ WBK S.A TEUR EURIBOR1M+3,25p.p Total TEUR Specification of bank loans as of December 31 st, 2008 Loan acc. to contract Bank / Granting Party Currency (tys.) tys. PLN Remaining payment Currency (tys.) tys. PLN Interest rate conditions as of Payment deadline BZ WBK S.A TEUR EURIBOR1M+1,2p.p BZ WBK S.A WIBOR1M+2p.p BZ WBK S.A WIBOR1M+2p.p BZ WBK S.A WIBOR1M+1,4p.p ING Bank Śląski WIBOR1M+0,8p.p Deutsche Bank WIBOR1M+0,8p.p PKO BP WIBOR1M+2,3p.p Deutsche Bank WIBOR1M+0,8p.p BZ WBK S.A WIBOR1M+2,5p.p BZ WBK S.A WIBOR1M+2,5p Total TEUR Protection of loan payments As of June 30th 2009, the main protection of loan payments was as follows: normal total mortgage of EUR on the real estates located in Legnica, being the property of the Grup (at ul. NMP and ul. Grodzka), cessation of active debt from the entirety of rental contracts for the area of Galeria Piastów I in Legnica, financial pledge on a separated account with blockage of assets up to the amount of PLN, bail mortgage of up to EUR on real estates and perpetual use rights to the real estates located in Legnica, being the property of the Group (at ul. NMP and ul. Grodzka), total normal mortgage of EUR and a total bail mortgage of up to EUR on real estates located in Legnica, being the property of the Group (at ul. NMP and ul. Grodzka), totail bail mortgage of up to PLN on real estates located in Legnica, being the property of the Group (at ul. NMP and ul. Grodzka), cessation of active debts from current and future rental contracts for Galeria Piastów II and III, totail bail mortgage of up to PLN on the real estates located in Legnica, being the property of the Group (at ul. NMP), normal mortgage of PLN and total bail mortgage of up to PLN on real estates located in Wrocławiu, total bail mortgage of up to PLN on real estates located in Legnica, being the property of the Group, bail mortgage of up to tys. PLN on real estates located in Legnica, being the property of the Group, register pledge on all current and future active debts of the Loaning Party with the exception of active debts by virtue of rental contracts, cessated onto the banks, total bail mortgage of up to PLN on real estates located in Kłodzko, bail mortgage of up to EUR on real estates located in Kłodzko, in Ustronie area and at ul. Noworudzka, total normal mortgage of PLN, and a total bail mortgage of up to PLN on real estates located in Kłodzko, in Ustronie area and at ul. Noworudzka, cessation of active debts from rental contracts of future gallery area located in Kłodzko, register pledge on shares of Rank Progress V Sp. z o.o., total bail mortgage of up to PLN on real estates located in Kłodzko. 17. Financial instruments Page 186

187 As of June, 30th 2009 and as of December 31 st, grudnia 2008, the fair value of financial instruments did not significantly differ from their balance value. The table below presents a list of significant financial instruments of the Partnership, divided into classes and categories of assets and obligations Details Financial assets Category according to MSR 39 Balance value Fair value Monetary assets Loans granted HuDD Derivative financial results Active debts by virt. of financial leasing Active debts by virtue of supplies and services and other active debts WwWGpWF LaAD LaAD Financial obligations Loans obtained OFAaccDC Obligations by virt. of financial leasing Derivative financial instruments Including currency future forward contracts Obligations by virtue of supplies and services OFAaccDC EtFVaFR EtFVaFR OFAaccDC Other obligations OFAaccDC Abbreviations used: LaAD Loans granted and active debts OFAaccDC Other financial assets evaluated according to depreciated cost HuDD Financial assets held until due date EtFVaFR Financial assets/obligation evaluated to the fair value by financial result 18. Implementation of derivative financial results Forward contracts signed by Rank Progress S.A. on the sale of Euro currency, serving as a protection of currency exchange rate for the investment bank loan granted in PLN, to Euro, have been settled on May 29 th, 2009 and on June 29 th, 2009, generating a total loss on derivative instruments equal to PLN, with the amount of PLN acknowledged in Forward contract signed by E.F. Progress V Sp. z o.o. on the sale of Euro currency, serving as a protection of currency exchange rate for the investment bank loan granted in PLN, to Euro, has been partially settled on April 30 th, 2009 at the amount of euro, generating a total loss on the settled part of the derivative instrument equal to PLN where the amount of PLN has been already acknowledged as a loss for The settlement date of the forward contract for the part of Euro has been extended to November 30 th, 2009 where the loss acknowledged for this part of contract in 2008 totalled PLN. 19. Issue, purchase and payments of debt and capital securities Page 187

188 In the period ended on June 30 th, 2009 and in the comparable period, no issue, purchase or payment of debt or capital securities took place. 20. Changes of conditional obligations or conditional assets According to the Annex N o 1 to the contract dated May 14 th, 2008 signed by Rank Progress S.A. with H.M. Prosper Hildebrand Morgaś Spółka Jawna located in Zamość ( Partner ) 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 ), which was signed after the balance date, the Parties decided, that their will is first to dispose of the said real estate for an entity, which independently implements the construction of the object on its own account or on the account of the commercial network. In such case, the Parties will share the profit obtained on the sale of the real estate, in the following proportions: 33% - Partner and 67% - the Partnership. Because of the above fact and of the planned settlement of the transaction, the Partnership has stated that as of the balance date, the obligation against the Partner by virtue of the Partner s services, has not been created. Rank Progress S.A. has bailed a bill on ,00 PLN issued by Adam Morgaś (Buyer) as a protection of sale contract signed with Cezary Wielgus (Seller) on 30% of shares of GLOBAL-In Bogdan Rzążewski i Wspólnicy Spółka Jawna located i Lublin. Rank Progress S.A. has bailed a bill on ,00 PLN issued by Adam Morgaś (Buyer) as a protection of sale contract signed with Cezary Wielgus (Seller) on 30% of shares of GLOBAL-In Bogdan Rzążewski i Wspólnicy Spółka Jawna located i Lublin. Except for the above, no changes related to conditional obligations or conditional assets, which were revealed by the Group in the consolidated finanacial report for the 12 months period ended in 2008 and in the historical financial information presented for the yaer ended on December 31, 2008, took place. 21. Infomation about paid (or declared) dividend The dominating Partnership Rank Progress S.A. has neither paid nor declared a dividend payout. 22. Court proceedings As of June 30 th, 2009, with the exception of lodging in a bankruptcy application with the possibility of agreement by the depndent company E.F. Progress IV Sp. z o.o., which as of the date of signing the mid-year financial information has not been proceeded by the court, no other significant proceedings were started before a court or a public administration organ, related to the obligations or active debts of Rank Progress S.A. and its dependent units. 23. Sales income Details Products and services sales income Goods sales income Product level change Total The income from sales of products and services consisted in the reported periods from the following entries: Details Rental fees from commercial galleries Commercial objects sales Consulting services Reinvoices on construction works Other Total Incomes from goods sales obtained in the first half of 2009 and in the comparable period were obtained from ground sales. Page 188

189 24. Diluted profit per share The diluted profit per share for the period from January 1 st to June 30 th, 2009, was defined on the basis of number of existing shares, increased by the maximum number of shares which will be issued in the public offer, on the basis of resolution of Ordinary Shareholders Assembly, which is discussed in Note 26 below. 25. Significant transactions within the Capital Group The table below presents total amounts of transactions made with dependent entities in the 6 months period ended on June 30 th, 2009 and for the year ended on December 31, months period ended on June 30 th, 2009 Dependent entity Sale Purchase Saldo of load obtained Saldo of interest calculated for the obtained loan Interest from the dependent entity included in the result for the period Saldo af active debts by virtue of supplies and services Saldo of obligations by virtue of supplies and services HIT ZMPL E.F.Progress I E.F.Progress II E.F.Progress III E.F.Progress IV E.F.Progress V E.F. Progress VI E.F.Progress VII KMM Sp.zo.o Rank Prosper Skarzysko Kamienna MB Progress Capital Ltd Rank Muller Total months period ended on December 31 st, 2008 Dependent Entity Sale Purchase Saldo of load obtained Saldo of interest calculated for the obtained loan Interest from the dependent entity included in the result for the period Saldo af active debts by virtue of supplies and services Saldo of obligations by virtue of supplies and services HIT ZMPL E.F.Progress I E.F.Progress II E.F.Progress III E.F.Progress IV E.F.Progress V E.F. Progress VI E.F.Progress VII Page 189

190 KMM Sp.zo.o Rank Prosper Skarzysko Kamienna MB Progress Capital Ltd Rank Muller Małgorzata Mroczka Mariola Bartnicka Jan Mroczka Total Significant events after the end of the mid-year period, which have not been reflected in the mid-year financial information for the given mid-year period Rank Progress S.A. On November 9 th, 2009, Ordinary General Assembly ( OGA later in text) made the Resolution N o 15/11/2009 on the increase of the company capital of the Issuing Party by issuing normal shares to bearer, Series C, with exclusion of acquisition rights of the current shareholders and on changes to the Status of the Partnership. According to this resolution, the OGA decided to increase the company capital of the Partnership from the amount of PLN to the amount not greater than PLN, namely by an amount no greater than PLN. The increase of company capital is to be performed by issuing no more than new Series C Shares with the nominal value of 0,10 PLN. Series C Shares are about to be fully covered by monetary assets before the registration of capital increase and they are normal shares to bearer, and no special rights will be assigned to these shares. Series C Shares will participate in the dividend, starting from the payments from profit designed for division, for the tax year ending on The Issue of Series C Shares will be performed in the public offer mode. Series C Shares and rights to Series C Shares ( PDA ) will be registered for permission and introduction to circulation on a regulated market of Giełda Papierów Wartościowych w Warszawie S.A. On December 9 th, 2009, allocation of Series A bonds took place, with their nominal value of a PLN each and total value of PLN, issued by the Partnership. These are 1-year bonds with a yearly interest rate of oprocentowanymi 12%, with the interest paid quarterly. The income from bond issue were assigned for payment of bank loan in ING Bank Śląski S.A. and for investments in commercial objects: Twierdza II Commercial Park in Kłodzko, Tęcza Commercial Gallery in Kalisz, Pasaż Grodzki in Jelenia Góra and Galeria Piastów II in Legnica. The bonds have been secured with mortgage equal to 120% of issue value, on the real estates of the Partnership, located in Katowice at ul. Olimpijska 11, and on three real estates located in Legnica: at ul. Złotoryjska 63, ul. Senatorska 21 and ul. Witelona 6-8. On September 10 th, the Partnership has signed annexes to investment loan contracts for funding the real estates of Galeria Piastów I, II i III (GPI, GP II, GP III) and the real estate in Katowicae. According to signed annexes to the loan contracts of GP I, II i III, the most important changes in comparison to the initial contracts were related to shortening of the loan period, respectively, to August 31 st, 2014 and September 1 st, 2014, assuming the yearly loan depreciation rate of 1,5% and a balloon rate at the end of loan period with the possibility of extension of the funding period for additional 2 years, changes of capital installments, increase of the bank s profit, creation of additional protection of the loan using a mortgage on a real estate in Zgorzelec, introduction of a cash sweep mechanism for the GP I loan and modifications thereof in the case of GP II and GP III loan. Additionally, the annexes predict additional obligations of the Partnership and a modification of agreed parameters if the conditions specified in the annexes are not met. E.F. Progress IV Sp. z o.o. On the Board of the dependent unit E.F. Progress IV Sp. z o.o. has lodged a bankruptcy application with a possibility of agreement to the proprt court. The court has not made a decision in this matter as of the date of preparation of these financial information. E.F. Progress V Sp. z o.o. On September 10 th, the Partnership has signed an annex to the investment loan contract, financing Twierdza Commercial Centre. According to the signed annex, the most significant changes in comparison to the initial contract were related to the shortening of loan period to September 1 st, 2013 with a possibility of extension to September 1 st, 2016, if some defined conditions are met, changes of capital installments, increase of bank profit and change of the cash sweep mechanism. Additionally, the annex provides additional duties on the Partnership and modification of existing parameters if the conditions specified in the annex are not met. Page 190

191 The deadline for using the remaining amount of construction loan, equal to PLN, has been extended to November 30 th, Salary of the expert auditor The salary of the expert auditor for the services of study and survey related to the financial reports of units of the Capital Group for 2009 totalled PLN; salary for works related to the Issue Prospectus of the Rank Progress S.A. Partnership in 2009 has been set as PLN. Jan Mroczka Dariusz Domszy Mariusz Kaczmarek Board Chairman Board Deputy Chairman Board Member Dividend policy Person responsible for preparation The proper organ for making a resolution on profit division (or on loss cover) and on dividend payment is the Ordinary General Assembly, which, according to art. 395 CCC, should take place within 6 months after the end of each tax year. The Ordinary General Assembly of a stock company sets the dividend level, date of determining the right to dividend and dividend payment date (art CCC). The shareholders, who have shares in their accounts on the day, which is declated by the General Assembly as the date of determination of the right to dividend, are entitiled to the dividend for the given tax year. The Status of the Issuing Party provides an option of dividend pre-payment. The pre-payments of dividend are made by the Board of the Partnership. The pre-payment of dividend may take place, if the Partnership has the assets necessary for the pre-payment. The pre-payment has to be approved by the Supervisory Board, and also, if the approved financial report for the previous tax year shows a profit. The pre-payment can constitute no more than half of the profit made from the end of the previous tax year, listed in a financial report studied by an expert auditor, increased by reserve capitals created from the profit, which can be used by the Board to make pre-paymets, and decreased by uncovered losses and own shares. The Board will inform about the pre-payment at least four weeks before the pre-payments are made, specifying the date for which the financial report was made, the amount set for payment and the date of determination of shareholders entitled to pre-payments. This day should be within the period of seven days from the date of first pre-payments. The conditions and methods of dividend transfer are announced by the Partnership in the form of current reports, according to 39 p. 1 sp 7 of the Regulation on current and periodic reports. The conditions and date of dividend transfer, if the Genral Assembly decides to pay it, will be defined according to the rules accepted for public partnerships. Accordign to 91 p. 1 of the Detailed Rules of Functioning of the National Deposit of Securities (KDPW), the Issuing Party is obliged to inform the KDPW about the amount of the dividend, the date of determination of the right to dividend (defined in regulations of Commercial Companies Code as the dividend day ) and about the date of dividend payment. According to 91 p. 2. of the Detailed Rules of Functioning of the KDPW, at least 9 days must pass between the date of determination of right to dividend and the date of dividend payment. Additionally, according to 26 of the GPW Status, effective on the regulated market, the Issuing Party is obliged to inform the GPW about the intention of dividend payment and to agree with GPW all decisions regarding the dividend payment, which can influence the organisation and method of making stock exchange transactions. The dividend payment will be made using a deposit system of KDPW. Dividend payment, to which the shareholders owning dematerialised shares of the company are entitled, according to 97 of the Detailed Rules of Functioning of th KDPW, is executed in such a way, that the Issuing Party leaves assets at the disposal of KDPW, which are to be used to settle the rights to dividend on a monetary account or a bank account indicated by the KDPW, followed by the division of assets obtained from the Issuing Party by the KDPW on the account of participators of KDPW, which in turn transfer the assets to the accounts of particular shareholders. One of the priority goals of the Rank Progress Spółka Akcyjna Partnership is to guarantee its Shareholders a possibility of building their wealth in the aspect of increases of share prices by implementing an investment program, together with a clear, long-term and stable dividend policy. The surplus of free assets, depending on the interests of the Partnership and on proper monetary assets of the Partnership made by the supervising and managing bodies of the Partnership, will be available for payment in cash. The dividend will be paid to the shareholders once a year, after the end of the tax year, on the basis of a resolution made by the Ordinary General Assembly on designing the profit to be paid to the shareholders. The Board intends to recommend the General Assembly a dividend payment on the level of 10% to 20% of yearly consolidated net profit. Additionally, the dividend payment, according to regulations of the loan contract on investment loand signed on June 5 th, 2008, with Bank Zachodni WBK S.A., requires a permission from this bank. On July 9 th, 2008 Bank Zachodni WBK S.A. issued a statement on permission for dividend payment equal to 25% of consolidated net profit of Rank Progress S.A. and its dependent entities, under the condition, that: Page 191

192 The dividend payment will not exceed 50% of unitary net profit of Rank Progress S.A. revealed for the tax year preceeding the tax year, when the dividend payment takes place, The factor defined as the amount of profit held for the tax year preceeding the tax year when the dividend payment takes place, related to the sum of capital installments assigned to the tax year, when the dividend payment takes place, will not be lower than 1,2, No violations of conditions of bank loans signed by Rank Progress S.A. and Bank Zachodni WBK S.A will take place. The dividend payment factor must reflect properly the interest of the Shareholders and the Partnership itself. After the end of each tax year, the Board will present the application for dividend payment at the General Assembly, taking into account market conditions and the environment of the Partnership. The information justifying the factor of dividend payment, will be available to the Shareholders. The Partnership will execute the payment according to art KSH, which states, że that the dividend day can be set at the date the resolution is made or within three months from that date. The definition of deadlines related to the dividend payment and the very operation of dividend payment is performed according to the regulations of KDPW. The General Assembly holds the right of final decision in this matter. The Board of the Issuing Party predicts, that it will recommend the General Assembly a divident payment for the tax year of The Issuing Party did not pay the dividend for 2006 and in the period of , because its activity was based on the form of a commercial code company, namely a general partnership. The Partners of the legal predecessor of the Issuing Party, however, were paid in the aforementioned periods proper amounts from the profit. Additionally, no dividend was paid by the Issuing Party in 2008 and in The amounts from the profit paid to the Partners of the legal predecessor of the Issuing Party in ther period of In the period covered by historical financial information, the legal predecessor of the Issuing Party paid the Owners the following amounts from the profit, for particular years: For the year PLN (which would consist 0,40 PLN per share in the case of share partnership existence, assuming the number of shares to be ), For the year PLN (which would consist 0,40 PLN per share in the case of share partnership existence, assuming the number of shares to be ). Value of dividends paid for 2007 On July 27 th, 2008, the Ordinary General Assembly of Rank Progress S.A. made a resolution N o 4/06/2008, through the powers of which, the net profit obtained by the Partnership in the ended period from October 10 th, 2007 to December 31 st, 2007, in the amount of PLN, was excluded from division into the shareholders and it was totally assigned as a support of reserve capital of the Partnership, in order to fund the current activity of the Partnership. Addtionally, the General Assembly of Rank Progress S.A. decided (resolution N o 4/06/2008), that the undivided net profit obtained by the Partnership in the previous tax years (by the legal predecessor of the Company), equal to ,44 PLN was totally assigned as a support of reserve capital o the Partnership, in order to support the current activity of the Partnership. Value of dividends paid for 2008 On November 9 th, 2009, the Ordinary General Assembly of Rank Progress S.A. made a resolution N o 3/11/2009, through the powers of which, the net profit obtained by the Partnership in the ended period from January 1 st, 2008 to December 31 st, 2008, in the amount of PLN, was excluded from division into the shareholders and it was totally assigned as a support of reserve capital of the Partnership, in order to fund the current activity of the Partnership Court and mediatory proceedings In this point, description of those proceedings started within the past 12 months is presented, the result of which has or can have a significant importance for the activity of the Issuing Party or its capital group 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 In the last 12 months no bankruptcy, settlement, negotiation, agreement, execution or liquidation proceedings have not been started against the Issuing Party or against a shareholder owning at least 5% of shares or of votes at the General Assembly of the Issuing Party or against a dependent company of the Issuing Party, with the exception of a proceeding presented below. 1. Liquidation of KMM Sp. z o.o. Page 192

193 On September 2 nd, 2008, Extraordinary Shareholders Assembly of KMM Sp. z o.o. made a resolution on liquidation of this Partnership. Currently, the Liquidator executes actions related to the liquidation of the company and to the removal of the company from the proper register. 2. Bankruptcy of E.F. Progress IV Sp. z o.o. On August 14 th, 2009, a company from the Group of the Issuing Party E.F. Progress IV Sp. z o.o. has lodged in a bankruptcy application with the possibility of an agreement annoucement. The proceeding regarding this issue is underway in the District Court in Legnica. As of the date of application lodging, the total amount of debt of the Partnership to the creditors was equal to ,32 PLN (including due debt of ,32 PLN), while the amount of PLN consisted of conditional debt, i.e. non-due/non-executable debt, resulting from the preinitial contract of ground sale signed with a third party and this obligation became invalid on due to withdrawal of the third party from the preinitial sale contract. As of the date of Prospectus approval, the debt of the company is equal to ,32 PLN. E.F. Progress IV Sp. z o.o. asks in the aformentioned application for division of the Creditors into two categories, where the company asks for reduction of debt (main debts, interests and potential costs) in the first group by 25% and for payment of thus reduced debt in 10 equal quarterly installments, paid at the end of each quarter, with the first installment to be paid within 12 months from the date when the Court decision on the approval of agreement comes into effect, while in the second category it asks for reduction of main debt by 40%, total redemption of interests and potential costs and for payment of thus reduced debts in 12 equal quarterly installments, paid at the end of each quarter, with the first installment to be paid within 12 months from the date when the Court decision on the approval of agreement comes into effect. According to the application of E.F. Progress IV Sp. z o.o., this agreement is to be paid either from the profit obtained by the Partnership as a result of implementation of investment plans (construction of a Commercial Centre), or from sales of real estates owned by the Partnership, but after a change of their purpose in the local spatial development plan (i.e. in ca. 18 months). During the initial meeting of creditors, they did not make any binding decision, because there was no quorum. Currently, the Issuing Party waits for appointment of the next Court sessions, when the decisions regarding the bankruptcy of E.F. Progress IV Sp. z o.o will be made 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 In relation to proceedings currently underway in the public administration organs, as well as to court and arbitrary proceedings underway during the last 12 months, where the Issuing Party was a party in the proceeding, it has to be pointed out that the Issuing Party is a party of two court proceedings, which might signiicantly influence its financial situation or viability. 1. Dispute with the City-Municipality of Grudziądz On July 30 th, 2009, the City-Municipality of Grudziądz instituted an action against the Issuing Party. The acting Party demanded the Issuing Party to make a statement of will, which would contain a transfer of ownership of a real estate located in Grudziądz, area of ca. 3,5 ha and a value of ca PLN (value of the subject of dispute). The basis of the claim would be an Obligating Contract of Free Ground Transfer Constituing a Condition of Implementation of Galeria Grudziądz Commercial Centre Investment of January 26 th, According to the Issuing Party, the action instituted by the City-Municipality of Grudziądz was irrelevant, thus it applied for a dismissal of the action in a response to the action and in the following proceeding correspondence. The stance of the Issuing Party was also shared by the 1 st Instance Court, which fully dismissed the action on December 3 rd, 2009, as well as the 2 nd Instance Court, which on April 8 th, 2010 fully dismissed the appeal of the City-Municipality od Grudziądz. The decision is legally effective. 2. Dispute with Jogra 2 Sp. z o.o. company Currently, the Issuing Party remains in a dispute with a Rathburn Holdings B.V. partnership ( Buyer ), which is a dominating entity of Jogra 2 Sp. z o.o., regarding the obligations of payment stated in p of the Registration Document. Currently, the Issuing Party is negotiating with the Buyer in order to end the dispute arbitrarily. However, if no such agreement is reached, the Issuing Party intends to use its rights which will enable its claims to be satisfied, i.e. e.g. from a mortgage created on the real estate and from an authenticated deed in which the Buyer subjected itself willingly to an execution of Sencond Tranche salary payment obligation to the Issuing Party, which is mentioned in p of the Registration Document. Additionally, on January 18 th, 2010, Jogra 2 Sp. z o.o. has lodged in an application for protection of its claims in an amount of ,00 PLN which would result from a lack of agreement to the erasure of mortgage to the Issuing Party. On February 3 rd, 2010, the District Court in Legnica granted Jogra 2 Sp. z o.o. with the said protection (before the proceeding for payment has started) by creating an obligatory mortgage on the real estate of the Issuing Party. However, right after the said decision has been obtained, the Issuing Party has lodged in a complaint to the decision of the Court. The issuing Party claims that the application lodged in by Jogra 2 Sp. z o.o. was fully irrelevant. The stance of the Issuing Party was shared by Page 193

194 the Appeal Court in Wrocław, which changed the charged decision on March 30 th, 2010, by dismissing the application for protection Court proceedings, where the Issuing Party or a company from its Capital Group is a party in the proceeding In regard to proceedings, which are underway before the public administration organs, as well as in regard to the court and mediatory proceedings, which were underway during the last 12 months, and where the Issuing Party was a party in the proceeding, it has to be pointed out that the Issuing Party is a party in one court proceeding, which can have a significant influence on its financial situation or viability. On July 30 th, 2009, the Municipality-City of Grudziądz made a claim against the Issuing Party. The proceeding takes place before the District Court in Toruń. The Claimant of the proceeding demands, that the Issuing Party has to present a statement of will with the content of transferring the ownership of a real estate located in Grudziądz with the area of ca. 3,5 ha and a value of ca PLN (the value of the subject of dispute). The basis of the claim is a Obligating Contract Of Free Ground Transfer, Constituting a Condition for Implementation of the Investment of Galeria Grudziądz Commercial Centre signed on January 26 th, In the opinion of the Issuing Party, the claim made by the Municipality-City of Grudziądz is irrelevant, thus the Issuing Party demanded to revoke the claim in a response to the aforementioned claim and in the following proceeding correspondence. The stand of the Issuing Party was supported by the 1 st Instance Court, which on December 3 rd, 2009 revoked the claim in its entirety. As of the date of Prospectus approval, this decision is not effectual Execution proceedings, where the Issuing Party or a company from its Capital Group is a party in the proceeding Currently, or in the last 12 months, no execution proceedings have been underway against the Issuing Party and its dependent companies 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 The Issuing Party does not know of any proceedings, where a shareholder of the Issuing Party or of a company from its Capital Group is a party in the proceeding, and the result of which could have a significant influence on the activity of the Issuing Party Proceedings before the administration organs related to the activity of the Issuing Party or of the companies from its Capital Group In the last twelve months before the date of Prospectus approval, no significant proceedings against the Issuing Party have been underway before the administration organs, which could have a negative influence on the activity of the Issuing Party, with the exception of the proceeding presented below. 1. Proceeding related to defining the housing conditions for the investment construction of Galeria Tęcza Commercial Centre in Kalisz. On August 30 th, 2007, the President of the City of Kalisz has issued a decision for Rank Progress S.A., on the defining of housing conditions for the investment construction of Galeria Tęcza Commercial Centre in Kalisz. This decision was charged by Waldemar Wiącek to the Local Appealing Committee in Kalisz. As a result of the appeal given on Apirl, 17 th, 2008, the LAC held the charged decision. The aforementioned decision of LAC was charged by Waldemar Wiącek to the Voivodeship Administration Court in Poznań, he also claimed for revoking both the decision of LAC and the preceeding decision of the President, as well as for returning the case for repeated proceeding. On June 24, 2009, the Voivodeship Administration Court in Poznań revoked the charged decision of LAC and the preceeding decision of the President. The Issuing Party did not agree with the decision of the VAC in Poznań, and on August 22 nd, 2009 the Issuing Party lodged in an appeal against the sentence of VAC in Poznań to the Supreme Administration Court. The appeal has been accepted and sent together with the files to the SAC. In the appeal, the Issuing Party claimed for revoking the charged sentence of VAC in Poznań in its entirety and for returning this case for a repeated proceeding of VAC in Poznań, or for revoking the charged sentence of VAC in Poznań in its entirety and for identification of the appeal against the aforementioned sentence. 2. Proceedings related to the decision on permission for the construction of Galeria Tęcza Commercial Centre in Kalisz. On April 29 th, 2009 the President of the City of Kalisz has issued a decision for Rank Progress S.A. on an approval of the construction project and granting the permission for the construction of a commercial-service-entertainment building of the Galeria Tęcza Commercial Centre in Kalisz. This decision was charged by Waldemar Wiącek to the Voivode of Greater Poland. As a result of this appeal, on June 26 th, 2009, the Voivode of Greater Poland has held the charged decision. The aforementioned decision of the Voivode of Greater Poland was charged by Waldemar Wiącek to the Voivodeship Administration Court in Poznań, who claimed for revoking the decision of the Voivode and the preceeding deciosion of the President and for returning this case for a repeated proceeding. The Issuing Party does not agree with the stand of the claimant, thus it will demand in the proceeding, that the charge of Waldemar Wiązcek should be dismissed. Page 194

195 20.9. Significant changes in financial or commercial situation of the Issuing Party Rank Progress S.A. Issue Prospectus Changes in the financial situation of the Issuing Party in the period covered by historical and mid-year financial information presented in p.20, Part III of the Prospectus Registration Document, have been presented in p.5.1, 6, 9 Part III of the Prospectus Registration Document. After this period, and until the date of Prospectus approval, the only significant change in the financial situation of the Issuing Party was related to the issue of bonds. On December 9 th, 2009, allocation of Series A bonds with nominal value of zł each was performed, with the total value of bonds issued by the Partnership equal to zł. The bonds are yearly bonds, with the yearly interest rate of 12%, the interest is paid quarterly. Income from the issue of bonds was used for payment of loan granted by ING Bank Śląski S.A. with the value of 6,3 mln zł and for supplying the capital of dependent companies, which have used these assets for investments in commercial objects Twierdza II Commercial Centre in Kłodzko, Galeria Tęcza in Kalisz, Pasaż Grodzki in Jelenia Góra and Galeria Piastów II in Legnica. The bonds have been secured with mortgage equal to 120% of the total issue value, on the real estates of the Company located in Katowice at ul. Olimpijska 11, and on three real estates located in Legnica: at ul. Złotoryjska 63, ul. Senatorska 21 and ul. Witelona 6-8. However, no significant change of commercial situation of the Issuing Party after the period covered in historical and midyear financial information took place. 21. Additional information Share capital Amount of issued capital The share capital of the Issuing Party totals 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 shares equals 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 Shares, which do not represent capital No shares forming the company capital exist, other than the shares of the Issuing Party Shares owned by the Issuing Party, other people in the name of the Issuing Party or other dependent entities of the Issuing Party The Issuing Party or its dependent entities do not own any Shares of the Issuing Party as of the date of Prospectus approval Interchangeable, exchangeable securities or securities with warrants No interchangeable, exchangeable securites of securities with warrants exist, which are related to the Issuing Party All purchase rights or obligations related to the target capital or obligations to increase company capital No purchase rights to shares, obligations related to target capital or obligations to increase company capital exist 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 No capital of a member of the Group, which is a subject of options, or for which it has been conditionally or unconditionally agreed, that it wil become a subject of options, exists Historical information about the company capital for the period covered with historical financial information Page 195

196 Page 196 Rank Progress S.A. Issue Prospectus Until October 9 th, 2007, the Issuing Party acted as a general partnership a company Bartnicki, Mroczka E.F. Rank Progress Sp. j. The company capital of the Issuing Party did not change during that time. Company capital of the legal predecessor of the Issuing Party, i.e. Bartnicki, Mroczka E.F. Rank Progress Sp. j. partnership, totalled PLN, with each of the partners bringing in a contribution of PLN. On October 1 st, 2007, partners of the Bartnicki, Mroczka E.F. Rank Progress Sp. j. partnership have made a resolution on transformation of the said partnership into a stock partnership through the powers of art c.c.c. Additionally, through the powers of the aforementioned resolution, covering the company capital was performed by bringing in the assets of the partnership by current partners of the general partnership, which corresponded to their capital participation in the general partnership, according to the state confirmed by an opinion and a report of the expert auditor, with a study of the transformation plans and of the assets and credits evaluation as of May 31 st, 2007 r. and according to the financial report for the period from January 1 st, 2007 to May 31 st, Additionally, the transformed partnership became a subject of all rights and duties of the partnership undergoing transformation, and it also became the owner of the current assets of the general partnership. On October 10 th, 2007, the transformed Partnership was included in the business entities register of the National Court Register. The amount of the company capital of the Issuing Party has not changed in the following period Status Description of subject and goal of the activity of the Issuing Party According to 2 of the Status, the subject of activity of the Issuing Party is as follows: Z deconstruction and demolition of buildings; ground works, Z execution of geological-engineering digs and drillings, Z Execution of general construction works related to buliding construction, Z Execution of general construction works related to bridges and tunnels, Z Execution of general construction works related to railroads and underground rail transport, Z Execution of general construction works related to pipings and electric HV networks Z Execution of general construction works related to IT lines and electroenergetic lines, Z Execution of general construction works related to construction of other land and water engineering objects, not classified elsewhere, Z Other specialistic construction works, not classified elsewhere, Z Execution of general construction works related to engineering objects, not classified elsewhere, Z Works related to habitable and inhabitable buildings, Z Execution of roof constructions and coverings, Z Construction of roads and highways, Z Construction workds of industrial pipelines and HV electric networks, Z Execution of electric installations, Z Execution of water-sewage, heat, gas and air-conditioning installations, Z Execution of electric installations, Z Security security systems management, Z Execution of other construction installations, Z Execution of other electric installations, Z - Execution of water-sewage, heat, gas and air-conditioning installations, Z - Plastering, Z Assembly of construction woodworks, Z - Flooring; wall-papering and cladding, Z Paiting and glassing, Z- Hotels and other accomodation sites, A - Restaurants and other fixed catering sites, Z Preparation and serving of drinks, Z Preparation and serving of food to external customers (catering), Z Other catering services, Land transport, Z Land transport of goods, Z - Execution of general construction works related to construction of other land and water engineering objects, not classified elsewhere, Z Implementation of construction projects related to building construction, Z Purchases and sales of real estates on own account, Z Leasing and management of owned or rented real estates, Z Marketing agencies,

197 A Agency sales of time and place for marketing needs radio/tv, B - Agency sales of place for marketing needs printed media, C - Agency sales of time and place for marketing needs - electronic media (Internet), D - Agency sales of time and place for marketing needs other media, Z Sound and music recording, Z Other IT services, not classifies elsewhere, Z Specialistic design services, Z Other professional, scientifical and technical activity, not classified elsewhere, Z Leasing of intellectual and similar goods, excluding pieces protected by law, Z Payments services and loan offices, Z Other activity supporting business activity, not classified elsewhere, Z Hairdressing and other cosmetic services, Z School-unrelated forms of sport education and sport/leisure activities, Z Activity of sites for improvement of phyiscal stamina, Z Services for improvement of physical stamina, Wholesale trade, excluding wholesale car trade Retail trade, excluding retail car trade Z Accounting services; tax advisory, Z Forestry-related services, Z - Public relations and communication, Z Other advisory services related to business activity and management, Z Education support B Management and control of business activity, Z Activity of financial holdings, Z Activity of head offices and holdings, excluding financial holdings. Rank Progress S.A. Issue Prospectus 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 The Board The rules of functioning, duties and rights of the Board are defined in the Status of the Partnership, 5 and in the work rules of the Board, approved by the Supervisory Board. The rules of the Board is presented on the websitr of the Partnership: According to 5.1 and of the Status, the Board manages the actions of the Partnership and represents it in external affairs. The following members are authorised to represent the Partnership: 1) The Board Chairman one person, 2) two Board Members together or 3) a Board Member with a procurator ( 5.3.2). The Board consists of: 2 to 5 members, including the Chairman, elected by the Supervisory Board with by absolute majority of votes. The number of the Board members is defined by the Supervisory Board. The Board members are elected for a colletive, 3-year term. Board Members of the first term were elected by virtue of resolution dated October 1 st, 2007, on the transformation of a partnership acting as a company Bartnicki, Mroczka E.F. Rank Progress Sp.j. into the partnership Rank Progress S.A. The Board Members can be elected for future terms. A Board Member who resigns, is obliged to notify the Supervisory Board of this fact, in a written form ( 5.2 of the Status). According to 5.4 of the Status, the Board makes decisions as resolutions during meetings called for by the Board Chairman or by a Board Member, or by the Supervisory Board. Resolutions of the Board can be also made outside the meetings of the Boards in a written form, or by using telecommunication means, under the condition, that all Board Members have been notified about the contents of the project of the resolution. Voting in the mode described in the previous sentence can be called for by the Board Chairman or by any Board Member ( 5.4.2). Resolutions of the Board are passed by a normal majority of votes, while if they are made during Board meeting, the presence of at least half of the Board members in necessary for the resolution to become valid. If the vote numbers (for and against) are equal, the decision is made by the vote of the Board Chairman ( 5.4.3). The Supervisory Board Rules of functioning, duties and rights of the Supervisory Board are defined in the Status of the Partnership, 6 and rules of the Supervisory Board approved by the General Assembly. The rules of the Supervisory are presented on the website of the Partnership: Page 197

198 According to 6 of the Status, the Supervisory Board consists of five members. The term of members of the first Supervisory Board, elected by the resolution on transformation of the Partnership, described in 1.8 of the Status, ends on the date of approval of the financial report for the year 2008 by the General Assembly. Members of the next Supervisory Boards are elected by the General Assembly, for a 3-year term. At least two members of the Supervisory Board should be independent. The independent members of the Supervisory Board should be free of connections with the partnership and its shareholders of employees, which could significantly influence their ability to make objective decisions ( of the Status). It is acceptable to elect the same people to the Supervisory Board, for the next terms ( of the Status). According to of the Status, the Supervisory Board makes its decisions in a form of a resolution during meetings called for by the Supervisory Board Chairman or, if the call is impossible to be made by the Chairman, by the Supervisory Board Deputy Chairman. The authorised person, specified in the previous sentence, calls for the meeting of the Supervisory Board by own initiative, or within two weeks from the date the application of the Board or of a member of the Supervisory Board is received. The application defined in the previous sentence, should be submitted in a written form, with a proposed order of the meeting. Members of the Board can be invited to the Supervisory Board meetings, excluding meetings directly related to the Board Members, especially their revocation, responsibility and salary determination. The meetings of the Supervisory Board will be held as necessary, but at least once a month. Resolutions of the Supervisory Board can be passed, if at least half of its members is present at the meeting, and all its members have been invited at least 3 working days before the planned meetings. Resolutions of the Supervisory Board will also be valid then, if its member notified in a period shorter than that specified in the previous sentence declares in a written form, that he/she agrees for the resolution of the Supervisory Board to be passed. Members of the Supervisory Board can participate in making resolutions of the Supervisory Board, voting in a written form, through another member of the Supervisory Board. The Supervisory Board can make resolutions outside the meetings, in a written form or by using telecommunication means, under the condition that all its members have been notified about the contents of the project of the resolution. Voting in the mode defined in the previous sentence can be ordered by the Supervisory Board Chairman, or by a Supervisory Board Member or a Board Member. Resolution of the Supervisory Boards are passed with a normal majority of votes. If the votes are divided equally (for and against), the result is decided by the vote of the Supervisory Board Chairman. According to 6.5 of the Status, the contracts forming the basis on which the Board members perform their duties, are signed by the Supervisory Board Chairman, and in the case of his absence another authorised member of Supervisory Board. The same mode is applied to other legal actions between the Partnership and a Board member. According to 6.6 of the Status, the Supervisory Board constantly monitors the activity of the Partnership. Except for matters defined in the regulations of the Commercial Company Code and other statements of the Status, competences of the Supervisory Board include: Evaluation of financial reports of the Partnership and reports of the Board, as well as evaluation of applications of the Board regarding profit division or loss covering, and presentation of the yearly written report on the results of the evaluation to the General Assembly, Representation of the Partnership in the agreements and disputes with the Board members, Suspension in functions, based on important reasons, of the particular Board members and assigning the member of the Supervisory Board to a temporal execution of duties of the Board members, who cannot execute their duties, Approving the rules of the Board, Making resolutions mentioned in of the Status, i.e. regarding the approval of the Investment Plan, Agreement to or signing a contract or a greater number of bound contracts, by which the Partnership accepts obligations with value exceeding PLN (in words: five million zlotys), Agreement to a purchase or disposal of elements of fixed assets, i.e. non-materials and legal values, with value exceeding PLN (in words: five million zlotys), Purchase and disposal of real estates, rights of perpetual use or participations in real estates, with value exceeding PLN (in words: five million zlotys), Agreement to make pre-payments for the shareholders of the Partnership by virtue of an expected dividend, Designation and change of expert auditors studying the financial reports of the Partnership, Page 198

199 Agreement to purchases of own shares by the Partnership in order to redeem them, Agreement to signing any contracts of a Board member or to obtaining a benefit from the Partnership and from any other entity related to the Partnership, Agreement to signing of a significant contract by the Partnership with an entity related to the Partnership, to a member of a Supervisory Board or to a member of the Board or entities related to them, Agreement to signing agreements by the Partnership on shares subissues, Agreement to election of a procurator by the Board, Defining the level of salaries of the Board members, Agreement to employment of managerial staff, Agreement to issuing subscription warrants by the Partnership Description of rights, priviledges and limitations related to shares of the Issuing Party Rights and priviledges related to shares of the Issuing Party are defined in the Status of the Issuing Party, in the CCC regulations and in other regulations. In order to obtain more detailed information, one has to use an advice of an approved solicitor. According to of the Status, Series A Shares are registered shares priviledged in regard to votes during the General Assembly, namely, two votes are allocated per each of these shares. Series B shares to bearer entitle to one vote during the General Assembly of the Issuing Party. Rights with asset-related character, related to shares of the Issuing Party 1. Right to dividend participation in profit of the Partnership revealed in the financial report of the Partnership, studied by an expert auditor, assigned by the General Assembly for payment to the shareholders (art. 347 CCC). The profit is divided according to the number of shares. The Status does not predict any priviledges in regard to this right, which means, that an equal dividend is assigned to all shares. The right to dividend for the given tax years is held by these shareholders, who were entitled to shares on the date of resolution on profit division. An Ordinary General Assembly of the public partnership defines the dividend day and the payment date. The dividend day can be defined on the date of resolution, or within three months from that date (art. 348 CCC). The General Assembly should take into account regulations of the National Deposit of Securities and of the Stock Exchange, when defining the dividend day. The Issuing Party is obliged to inform the National Deposit of Securities about the level of dividend assigned per share, about the date of the dividend day and about the payment date, by sending a resolution of the proper organ of the Partnership on this matters immediately, but not later than 10 days before the dividend day. The payment date can be defined at least on the tenth day after the dividend day. The National Deposit of Securities passes the aforementioned information to all direct participators. The direct participators defined the number of shares granting the right to dividend, allocated to their securities accounts, and send to the National Deposit of Securities an information on: Level of monetary assets, which should be transferred to the participators, related to the dividend payment, Total amount of payable income tax from legal entities, which should be taken by the Issuing Party from dividends paid through an agent, Number of securities accounts managed for people being tax-payers of tax from legal entities. On the payment date, the Issuing Party is obliged to leave assets assigned for execution of the right to dividend at the disposal of the National Deposit of Securities. As a result of resolution on assignment of profit for division, the shareholders obtain a claim for dividend payment. The claim becomes due as of the date indicated in the resolution of the General Assembly and it is a subject of limitation using general rules. Legal regulations do not define te date, when the rights to dividend cease to exist. In the case of tax-payers, who do not hold an office or the Board on the territory of the Republic of Poland, which are subjects of the duty of income tax from dividends, have those tax rates applied, which result from contracts on prevention of double tax, signed by the Republic of Poland or no tax from them is collected according to the said contracts, only after a presentation of so called residency certificate, issued by the proper tax administration to an entity entitled to deduction of flat rate income tax. The residence certificate has to prove if the given entitiy is included in the scope of agreement on avoiding double tax, i.e. it is entitled to use lower, preferential tax rates or to be exempted from tax. In the case, when doubts exist, the taxpayer will deduct the tax in amount predicted by the act. If a non-resident proves, that the decisions of the international agreement predicting a reduction of the national tax rate (including a total exemption) apply to him/her, he/she will be entitled to claim an overpayment statement and to return of tax, which was not due, directly from the tax office. The amount assigned for division between shareholders cannot exceed the profit for the last tax year, increased by undivided profits from the previous years and by amounts transferred from reserve capitals created from the profits, which can be assigned to the dividend payment. Uncovered losses, own shares and costs, which according to the Status or to the act should be spent from the profit for the last tax year on reserve capitals (art CCC), should be deducted from this amount. The law, which is effective in Poland, does not introduce other regulations regarding the dividend rate or the methods of its calculations, frequency and cumulative or a non-cumulative nature of payments. No right other than the right of participation in the profits of Page 199

200 Page 200 Rank Progress S.A. Issue Prospectus the Issuing Party is related to the shares of Issuing Party, in particular, the Status of the Issuing Party does not predict an award of participation in the profits of the Partnership by issuing nominal foundation certificates, in order to pay for services made during the formation of the Partnership, or by issuing use certificates in exchange for redeemed shares. 2. Right of subscription Priviledged rights of subscription for new shares related to the number of owned shares. According to the conditions specified in art. 433 CCC, the shareholders can be stripped of the right of subscription, partially or totally, in the interest of the Partnership, through the powers of a resolution of the General Assembly. This resolution is made by a majority of at least four fifths of votes. The rule, that 4/5 of the votes is necessary, is not applied, if the resolution on increase of company capital states, that the new shares are about to be obtained in their entirety by a financial institution (a subissuing party), with the obligation of offering them later to the shareholders in order to let them execute the right of subscription on the conditions specified in the resolution, or if the resolution states that the new shares are to be obtained by the subissuing party, if the shareholders holding the right of subscription, do not obtain a part of all of shares offered them. The stripping of the shareholders of the right of subscription can take place in a case, when it has been announced in the order of meeting of the General Assembly. 3. Right of participation in the assets of the Partnership after satisfaction or security of the creditors is obtained in the case of its liquidation. According to art CCC, the assets remaining after the satisfaction or security of the creditors is obtained, is divided by the shareholders, proportionally to payments for the company capital, made by each of them. The Status of the Issuing Party does not predict any priviledges in this field. 4. Right of disposal of owned shares. The status of the Issuing Party does not provide any limitations in this field. 5. Right of duty on the owned shares using a pledge or a usage. In the period, when shares of the public partnership, which have a pledge or a usage created, are registered on securities accounts in a brokerage house or in a bank managing securities accounts, the shareholder is entitled to the right of vote from these shares (art CCC). 6. Shares of the Partnership can be redeemed. The shares can be redeemed by lowering of the company capital, by shares purchase (with permission of the shareholder) by the Partnership. 7. Right of changing registered shares to shares to bearer. The change of registered shares to shares to bearer can be done by request of the shareholder (art.334 CCC related to of the Status of the Partnership). The change of registered shares to shares to bearer causes loss of the priviledges. Corporate rights related to the shares of the Partnership The following corporate rights are related to the shares of the Partnership: 1. Right of participation in the General Assembly (art. 412 CCC) and voting rights during the General Assembly (art CCC), with the right of participation in the General Assembly of the public partnership is held only be people, who are shareholders of the Partnership, sixteen days before the date of the General Assembly (date of registration of participation in the General Assembly) (art CCC), which requested a nominal certificate of the right of participation in the General Assembly to the entity, which manages the securities account (art CCC). Each share entitles to one vote during the General Assembly (art. 411 CCC). 2. Right of submission of an application for the call for an Extraordinary General Assembly and of submission of application for including particular issues in the order of meeting of this Extraordinary General Assembly, granted to the shareholders owning at least one twentieth of the company capital of the Partnership (art CCC). 3. Right of submission, within 21 days before the set date of the General Assembly, an application for including particular issues in the order of meeting of this General Assembly, granted to the shareholders owning at least one twentieth of the company capital of the Partnership (art CCC). 4. Right of submission of resolution projects to the Partnership, in a written form or using telecommunication means, related to the issues included in the order of meeting of the General Assembly, or issues, which are to be included in the order of meeting, granted to the shareholders owning at lease one twentieth of the company capital of the Partnership (art CCC). 5. Right of submission of resolution projects during the General Assembly, related to the issues included in the order of the meeting. 6. Right of charging the resolutions of the General Assembly, according to the rules specified in art CCC. 7. Right of demand of election of the Supervisory Board in separated groups according to CCC by an application of the shareholders representing at least one fifth of the company capital, the election of the Supervisory Board should be performed by the next General Assembly, by voting in separate groups. 8. Right of demand of study of a particular issue related to the foundation of the public partnership or to the management of its affairs by an expert (auditor for special cases), to be paid by the Issuing Party; a resolution on this issue is made by the General Assembly, due to an application of a shareholder or shareholders owning at least 5% of the total number of votes during the General Assembly (art. 84 and 85 of the Acnt on Public Offer). In order to perform this, the Shareholders can demand an Extraordinary General Assembly to be called for, or demand to include the issue of this resolution in the order of meeting of the next General Assembly. If the General Assembly does not make a resolution according to the contents of the applications, or if it makes such a resolution with a violation of art. 84 p. 4 of the act, the applying shareholders can claim for assgning a specified entity as an auditor for special cases to the Register Court, within 14 days from the date of the resolution. 9. Right of obtaining information about the Partnership in the scope and in the way defined by legal regulations, especially by art. 428 CCC, during the meeting of the General Assembly, the Board is obliged to reveal information

201 related to the Partnership to a shareholder demanding such information, if it is justified for the evaluation of the issue included in the order of meeting. A Shareholder, which was refused the demanded information during the meeting of the General Assembly, and who raised an objection to the protocol, can submit an application to a Register Court for obliging the Board to reveal said information (art. 429 CCC). 10. Right to a registered deposit certificate, issued by the entity managing the securities account, according to the regulations on the circulation of financial instruments, to which shareholders of public partnership, owning dematerialised shares are entitiled, with the right of this shareholder to a registered certificate of the voting right in a general assembly of a public partnership (art CCC). 11. Right of demand of issuing extracts of the report of the Board on the activity of the Partnership and of the financial report with an extract of the report of the Supervisory Board and of the opinion of the expert auditor, no later than fifteen days before the meeting of the General Assembly (art CCC). 12. Right to browse the list of shareholders entitled to participation in the General Assembly, in the office of the Board, and to demand a copy of the list for a return of costs of this copy (art CCC). The shareholder can also demand a free copy of the shareholders list, sent via , giving the address, to which the said list should be sent (art CCC). 13. Right to demand extracts of applications of the issues included in the order of meeting, a week before the meeting of the General Assembly (art CCC). 14. Right to submit an application for checking the presence list during the General Assembly by a special committee elected for this issue, consisting of at least three people. The application can be submitted by the shareholders owning one tenth of the company capital represented during this General Assembly. The applicants have the right to select one committee member (art CCC). 15. Right to browse the protocol book and to demand extracts of resolutions, testified by the Board (art CCC). 16. Right to lodge in a charge for reparations of damage done to the Partnership, according to the rules specified in art. 486 and 487 CCC, if the Partnership does not lodge in a charge for reparation of the damage done to it within one year from the date of revelation of the damaging action. 17. Right to browse documents and to demand a free access (in the office of the Partnership) of extracts of the documents mentioned in art CCC (in a case of parnterships fusion), in art CCC (in a case of Partnership division) and in art CCC (in a case of Partnership transformation). 18. Right to browse the share book and to demand an extract, for return of the costs of extract preparations (art CCC). 19. Right to demand, that a commercial company, which is a shareholder of the Issuing Party, revealed information about the fact, if it is dominant or dependent to a specified commercial company or a cooperative being a shareholder of the Issuing Party, or if such relation of dominance or dependency ceased to exist. The shareholder can also demand the number of shares or votes owned by this commercial company (also as a pledger, user or on the basis of agreements with other parties) to be revealed. The demand of information revelation and the responses should be placed in a written form (art. 6 4 and 6 CCC) 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 In the field of actions necessary to change rights of shares owners, the Status does not provide rules, which are more significant than it is required by the law. Shares of the Partnership can be redeemed by their purchase performed by the Partnership. According to the Status of the Issuing Party, Series A Shares are registered shares, while other shares are shares to bearer. In the field of actions necessary to change rights of shares owners, the Status of the Issuing Party does not provide rules, which are more significant than it is required by the law. Regulations of the Commercial Companies Code provide a possibility of issuing shares with special priviledges by the partnership, and also of individually assigning personal priviledges to a designated shareholder, which cease to exist no earlier than as of the date, when the entitled person ceases to be a shareholder of the Partnership. Priviledged shares, with the exception of non-voting shares, should be registered, and the aforementioned priviledges can be related to, e.g. voting rights, rights to dividend or to division of assets in the case of partnership liquidation. Priviledges related to the voting rights cannot be applied to a public partnership, and additionally, one share cannot have more than 2 votes assigned, and this priviledge is revoked if such share is changed to a share to bearer or if it is sold against agreed conditions. Shares priviledged to the dividend can grant the entitled person a dividend, which exceeds the dividend assigned for payment to non-priviledged shareholders by no more than 50% (it does not apply to non-voting shares and pre-payments for dividend) and they do not use priority of satisfaction before other shares (does not apply to non-voting shares). Shares priviledgeg to the dividend can have the voting right excluded (non-voting rights), additionally, the priviledged shareholder, who was not partially or wholly paid the dividend in the given tax year, can be granted the right of profit compensation in the next years, but not later then within three next tax years. Granting of particular priviledges can be made dependent on submitting additional statements for the partnership, deadline or fulfillment of condition. The shareholder can execute special rights granted him/her, related to the priviledged share, after the end of the tax year, Page 201

202 during which he/she has brought his/her contribution to the company capital. As indicated above, personal rights can be granted only to an individually designated shareholder and they can be related to e.g., right of election or dismissing of the Board members or of the Supervisory Board members or right of obtaining designated statements from the partnership. Granting of personal priviledges can be made dependent on submitting additional statements for the partnership, deadline or fulfillment of condition. Limitations regarding the scope and execution of rights resulting from the priviledged shares should be applied to the rights granted to the shareholder. The described changes of rights of shareholders, i.e. issuing shares with special rights and granting personal rights to an individually designated shareholder, must be included in the Status of the Partnership, thus an appropriate change in the Status is necessary. According to art of the Commercial Companies Code, change of the Status requires a resolution of the general assembly and an entry in the register to be made. The resolution which changes the Status should include an indication of priviledged shares or a respective designation of the entity, which is granted with personal rights, type of share priviledges and potential conditions, which have to be met in order of share priviledges or personal rights to be granted. The resolution related to the change of Status is made with a majority of three fourths of votes, with the resolution related to the change of Status, which increases the statements of the shareholders or which diminshed the rights granted personally to particular shareholders, according to art. 354 of the Commercial Companies Code, requires permission of all shareholders it is related to (art. 415 of the Commercial Companies Code). The Status of the Issuing Party does not create more severe condtions of making resolutions related to changes of Status. If the change of the Status is not related to an increase of the company capital after the resolution is made by the general assembly, the board has the time of 3 months to register the change of Status to the Register Court (art of the Commercial Companies Code) 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 The method of calling for General Assemblies and the rules of participation in the assemblies are defined by respective statements of the Status and of the Commercial Companies Code and other legal regulations. An Ordinary General Assembly should take place within six months after the end of each tax year (art of the Commercial Companies Code). An Extraordinary General Assembly is called for in cases defined in the Commercial Companies Code, as well as when the organs and people entitled to call for General Assemblies deem it necessary (art. 398 of the Commercial Companies Code). The General Assembly is called for by the Board (art of the Commercial Companies Code). According to 10 p. 3 of the Status, an Extraordinary Assembly is called for by the Board, on its own initiative or by a written application of the Supervisory Board or by an application of the shareholders, owning at least 1/20 th part of the share capital. The Supervisory Board has the right to call for an Ordinary General Assembly, if the Board does not call for it within the timeframe specified in the regulations, as well as for an Extraordinary General Assembly, when it is deemed necessary and when the Board does not call for a General Assembly within two weeks from the date of raising a proper task by the Supervisory Board (art of the Commercial Companies Code). A shareholder or shareholders representing at least a tenth part of the company capital can demand calling for an Extraordinary General Assembly, as well as to include particular issues in the order of meeting of the next General Assembly. Such task should be submitted in a written form to the Board no later than a month before the proposed date of the General Assembly (art of the Commercial Companies Code). If an Extraordinary General Assembly is not called for within two weeks from the date of task submission to the Board, the register court can entitle the Shareholders presenting this task to call for an Extraordinary General Assembly, after having the Board called for a statement. The Court designates the chairman of the Assembly. The Assembly makes the resolution, if the costs of gathering and meeting of the Assembly is to be paid by the Partnership (art. 401 of the Commercial Companies Code). The Board is responsible for preparation and management of the General Assembly. This obligation includes all duties of the Board resulting from legal regulations, as well as all other organisational actions necessary for gathering and smooth management of the General Assembly. The General Assembly is called for by a single notification in the Court and Economic Monitor, respective fot the Partnership. The notification should be published at least three weeks before the date of the General Assembly. The notification should contain the date, time and place of the General Assembly, together with the detailed order of the meeting. In the case of a planned Status change, currently effective statements should be called upon, together with the contents of proposed changes. The notification can contain the project of a new, uniform text of the Status with a list of new or changes statements of the Status, if it is justified by the wide scope of intended changes (art. 402 of the Commercial Company Code). Additionally, the General Assembly of the public partnership is called for using a notification published on the website of the partnership and in the way defined for publication of current information, according to the regulations related to public offers and conditions of introduction of financial instruments to an organised circulation system, and related to public partnerships. The notification should be published at least twenty six days before the date of the general assembly (402 1 of the Commercial Companies Code). Page 202

203 The General Assembly takes place in the office of the Partnership. A General Assembly of a public partnership can also take places in a location of an office of the stock exchange managing company, where the shares of the Partnership are circulated (art. 403 of the Commercial Companies Code). The public partnership manages its own website (402 3 of the Commercial Companies Code) and presents there, from the date of the general assembly meeting: Notification about calling for a general assembly, Information about the total number of shares in the partnership and the number of votes from these shares on the day of notification, and if the shares are of different types also about the division of shares into particular types and a number of votes from a particular type of shares, Documentation which is to be presented to the general assembly, Resolution projects, or, if no resolutions are planned to be made, notes of the board or of the supervisory board of the partnership, related to issues included in the order of meeting before the date of the general assembly, Forms, which allow execution of voting rights through a procurator or via correspondence, if they are not sent directly to all shareholders. The right of participation in a general assembly of a public partnership is held only be people being the shareholders of the partnership, sixteen days before the date of general assembly (date or registration of participation in general assembly). The date of registration of participation in the general assembly is uniform for people entitled by shares to bearer and by registered shares (406 1 of the Commercial Companies Code). People entitled by registered shares and temporal certificates, as well as pledgers and users, which hold the voting right, are entitled to participation in the general meeting of a public company, if they are registered in the share book on the day the participation in the general assembly is registered. (406 2 of the Commercial Companies Code). Shares to bearer in the form of a document give the right of participation in a general assembly of a public partnership, if the share documents are submitted to the partnership no later than on the day of registration of participation in the general assembly and if they are not withdrawn by the end of this day. Instead of the shares, a declaration can be submitted, issued as a proof of shares submission to a notary, a bank or an investment company located (or having a branch office) on the teritory of a European Union member state or a country, which is a party of the agreement on the European Economic Area, indicated in the notification about the call for a general assembly. This declaration lists numbers of shares documents and it states, that the shares documents will not be released earlier than after the end of the day of registration of participation in the general assembly. The entity managing a securities account issues a registered proof about the right of participation in a general assembly on resuest on the party entitled by dematerialised shares to bearer of the public partnership, registered not earlier than the notification of the call for a general assembly has been published, and not later than on the first working day after the registration of participation in a general assembly (406 3 of the Commercial Company Code). The following entities hold the right to participate in a General Assembly with voting rights: Shareholders of registered shares, if they are registered in the share book at least a week before the date of the General Assembly, Shareholders of shares to bearer, if they sumbit their shares to the Board of the Partnership at least a week before the meeting of the General Assembly, and if they do not withdraw the shares before the General Assembly is finished. Instead of shares, certificates of proof of shares deposit (at a notary, in a brokerage house, etc.) can be submitted, if they list the number of shares and a statement, that the shares will not be released before the end of the General Assembly, Procurators of the shareholders, under the condition of earlier submission of a written mandate. A Board Member or an employee of the Partnership cannot be a Procurator during the General Assemly. Regulations on execution of voting rights by procurator are applied to execution of voting rights by another representatives (art. 412 of the Commercial Company Codes). Besides, the right of participation in the General Assembly is held by: Board and Supervisory Board Members, Advisors and experts invited by the organ calling for a General Assembly, The notary recording a protocol of the General Assembly. The list of shareholders entitled to participation in a General Assembly, signed by the Board and containing surnames and names or companies (names) of the entitled parties, their address (office location), number, type and numbers of shares and the number of votes they are entitled to, should be laid out in the office of the Board for three working days before the meeting of the General Assembly takes place. A person can present a correspondence address instead of the address of residence. A Shareholder can browse the list of shareholders in the office of the Board and request a copy of the list for a return of costs of its preparation. A Shareholder can demand a copy of applications related to issues included in the order of meeting, within one week before the General Assembly (art. 407 of the Commercial Companies Code). People designated by the Board, create a list of presence on the basis of the list of shareholders entitled to participation in the General Assembly, which is laid out at the entrance to the assembly hall. Shareholders arriving at the General Assembly confirm their presence by signing the presence list and they receive voting cards. The procurators sign the list using their names and surnames at their mandators names with a note, that they act as procurators. Page 203

204 Information about the date, time and place of the General Assembly of a public Partnership, together with its detailed order of meetings, as well as the date and time a deadline for submission of registered deposit certificates or certificaties about having the shares deposition, with an indication of place where they are to be deposited, and in the case of intended Status change with an indication currently effective statements and contents of proposed changes or with a project of a new uniform text of the Status with a list of new or changed statements, should be made available to the public at least 22 days before the date of the General Assembly. In the same mode, at least 8 days before the date of the General Assembly, the contents of resolution projects and appendices to the projects, which are to be discussed by the General Assembly, significant in relation to the resolutions made, which have not been previously made available to the public, should be made available to the public. The Rules of the General Assembly also define in the details rules of making breaks in the meetings and of resuming the meetings. The Rules of the General Assembly are available on the website of the Partnership: 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 The Status and the rules of the Issuing Party do not contain statements, which could cause 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 The Status of the Issuing Party and rules effective in the Partnership do not contain statements regulating the threshold value of owned shares, which, if exceeded, makes it necessary for the shareholder to reveal the level of owned shares. However, such duties result from the Act on Public Offer 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 The Status of the Partnership or rules effective in the Partnership do not contain statements related to capital changes, which would be more strict than those defined by the requirements of the Commercial Companies Code. 22. Significant contracts Sumary of all significant contracts other than contracts signed in normal activity mode, where the Issuing Party or companies from the Group, are parties Continued loan contracts 1. Contract on foreign currency investment loan dated December 5 th, 2005 with BZ WBK S.A., with Annexes N o On the basis of contract signed on December 5 th, 2005, with annexes (1-16), Bank Zachodni WBK S.A. in Wrocław granted the Issuing Party a foreign currency investment loan with value of up to EUR. The Issuing Party obliged to pay the used loan before August 31 st, 2014, with the provision that the final loan payment deadline can be extended to August 31 st, 2016, if the Issuing Party meets additional conditions. The Parties have also agreed, that the Bank granted the said loan for funding investment projects finished as of November 20 th, 2007, and for funding the economic activity of the Receiving Party. The used amount of loan as evidenced on the Loan Account has an interest rate equal to the variable EURIBOR rate for monthly interbank deposits in Euro, increase by the maring of the bank, which equals to 4,00 percent points (Margin). Additionally, the Parties have decided, that starting on the first day of interest period, following the IRS transaction date (transaction securing the interest rate risk), the Margin will be lowered to the level of 3,50 percent points, with the IRS transaction to be performed before December 31 st, Interests and capital installments on loan are paid at the end of each month, with the capital rate being equal and paid in an amount, which reflects the yearly depreciation rate of 1,5%. Additionally, BZ WBK has the right to take 80% of the surplus defined as net income from rent, decreased by total yearly loan installment and with a currently effective tax rate of income tax from legal entities, for the payment of the last capital installment. In relation to the granted loan, the Issuing Party has provided the following legal protection in order to secure the claims of the Bank: Total normal mortgage of EUR on the right of perpetual use of the real estate located at ul. NMP 6 in Legnica (MR N o 66547), on a participation in 3097/10000 in the right of perpetual use of a real estate located at ul. NMP 9 in Legnica (MR N o 43810), on real estates forming eight utility premises, located in Legnica, at ul. NMP 3, 4, 5, 6, 10 12, 1.2 and 9 (MR 64222, 64223, 64224, 64225, 65948, 65949, 65950, 70428) and on a real estate forming an unhoused ground, located at ul. Grodzka in Legnica (MR 44733), with cessation of rights from the insurance, Page 204

205 Total bail mortgage of up to EUR on the right of perpetual use of a real estate located at ul. NMP 6 in Legnica (MR N o 66547), on a participation in 9968/10000 in the right of perpetual use of a real estate located at. NMP 9 in Legnica (MR N o 43810), on real estates forming eight utility premises, located in Legnica, at ul. NMP 3, 4, 5, 6, 10 12, 1.2 and 9 (MR 64222, 64223, 64224, 64225, 65948, 65949, 65950, 70428) and on a real estate forming an unhoused ground, located at ul. Grodzka in Legnica (MR 44733), with cessation of rights from the insurance, Cessation of active debt from the entirety of rental contracts for the area of Galeria Piastów at ul. NMP 9 in Legnica, Financial pledge on a separate account with a blockade of assets to the amount of PLN; if the values of the DSCR factor drops below 1,2, the amount of blockade of assets on the separate account will be raised up to PLN The Issuing Party has also obliged e.g. to maintain financial indicators at the following levels: LTV (loan to value ratio of loan granted to the market value of protection) not higher than 75%, DSCR (debt service coverage ratio indicator of covering payments resulting from loans with current financial income) not lower than 1,2 measured quarterly, starting from the data for , on the basis of income from rental contracts of area in Galeria Piastów and exploitation cost of this object. Within the claims of the Bank by virtue of loan granting, the Issuing Party has submited itself to execution on the basis of bank writ of execution. After the potential issue of bank writ of execution, the debt of the Bank is subjected to a variable interest rate equal to a double level of interest rate of loan on securities of the NBP. The Issuing Party has also obliged to inform the Bank in a written form about actions related to issue of changeable bonds, overtakes of other entities or fusions with other entities and about changes of Status, which would not be in conforimity with the contract. In the opinion of the Issuing Party, as of the date of Prospectus approval, the Issuing Party currently fulfills its duties resulting from the contract, thus no risk of contract termination becuase of the Issuing Party exists. 2. Contract on investment loan for capital release from an implemented investment of ground purchase (i.e. Equity Release) signed with BZ WBK S.A. in Wrocław on January 11 th, 2008, with Annexes 1 4. On January 11 th, 2008, Bank Zachodni WBK S.A. in Wrocław granted the Issuing Party a loan in zlotys (with Annexes 1 4), with the value of PLN, designed for capital release from an implemented investments of ground purchase (i.e. Equity Release) through funding of increase of value of real estates located in Wrocław at ul. Białowieska, including in mortgage registers N o WR1K/ /0, WR1K/ /6, WR1K/ /9, WR1K/ /4, WR1K/ /2, which will be used for the purchase of real estates located in Katowice at ul. Olimpijska, included in mortgage register N o KA1K/ /1. The Issuing Party is obliged to finally pay the entirety of the debt, i.e. the amount of PLN by virtue of loan on January 31 st, The interest rate is the loan is defined according to the variable rate, which is a sum of the WIBOR rate for 1-month interbank deposits and the margin of the Bank equal to 3,50 percent point. The interests are paid monthly, at the end of each month. The loan is protected with: 1. Income to the current account form a protection of the loan granted on the basis of this contract and they cannot be cessated to other creditors. 2. Total normal mortgage of PLN for capital protection and bail mortgage of up to PLN for protection of intersts, on the following real estates: Perpetual use and onwership rights to the buildings, located in Wrocław at ul. Białowieska, parcel N o 3/7, included in mortgage register N o WR1K/ /0, Perpetual use of real estate located in Wrocław at ul. Białowieska, parcel 2/3, included in mortgage register N o WR1K/ /2, Perpetual use and ownership rights to the buildings of the real estate located in Wrocław at ul. Białowieska, parcel N o 3/5, included in mortgage register N o WR1K/ /6, Perpetual use and ownership rights to the buildings of the real estate located in Wrocław at ul. Białowieska, parcel N o 3/4, included in mortgage register N o WR1K/ /9, Perpetual use and ownership rights to the buildings of the real estate located in Wrocław at ul. Białowieska, parcel N o 3/15, included in mortgage register N o WR1K/ /4, Perpetual use and ownership rights to the buildings of the real estate housed with warehouse buildings, parcels 74/22, 74/24, 74/29, 74/30, 74/40, 92/11, 74/43, located in Katowice at ul. Olimpijska, included in mortgage register N o KA1K/ /1. 3. Bail of PLN. Additionally, shareholders of the Issuing Party, Jan Mroczka and Andrzej Bartnicki were obliged not to make any changes of owenrship in the entire loan period, which would cause to number of votes owned by them during the general assembly to become lower than 60% of the total number of votes. Page 205

206 The Issuing Party did not make payment of the loan granted by virtue of the said contract before the deadline of January 31 st, As applied for by the Issuing Party, the loan committee of BZ WBK S.A. bank, which held a meeting on April 8 th, 2010, approved conditions of further cooperation discussed with the Issuing Party, covered by the said loan contract, according to which the deadline of loan payment has been extended to June 30 th, The payment is about to take place as a result of obtaining financial assets by the Issuing Party from the sale transaction of Twierdza Commercial Centre in Kłodzko, which is mentioned in p Part III of this Prospectus. The Issuing Party has already taken proper actions in order to sell Twierdza Commercial Centre, e.g. it has signed a letter of intention with a potential investor, which defines price calculation, schedule of sale execution, payment conditions and deadlines. As a consequence, the Issuing Party does not predict any significant risk related to a termination of the contract caused by the Issuing Party. 3. Contract on a bank loan in zlotys for current business activity signed on March 12 th, 2008 with Deutsche Bank PBC S.A. in Warsaw, Legnica Office, with Annexes N o 1 6. On the basis of the contract dated March 12 th, 2008 (with Annexes 1-6), Deutsche Bank PBC S.A. in Warsaw, Legnica Office granted the Issuing Party a bank loan in zlotys in the current account, with the value of PLN, designed for funding the current business activity of the Issuing Party. This loan was granted for the period from March 12 th, 2008 to September 17 th, The Issuing Party is obliged to pay the entire debt by virtue of the loan before September 16 th, The interest rate of the loan is a variable one and it is a sum of WIBOR rate for 1-month interbank deposits and a margin of the Bank, equal to 2,5 percent point. The Bank calculates and collects interests on the loan in monthly current periods, on the last day of the month, with the exception of the last interest rate, calculated on the date of return of the amount of used lonan. Payment of the debt of the Issuing Party by virtue of the loan has to have an equal position in relation to other funding sources of the Issuing Party. The loan is protected with: An irrevocable mandate for the Bank to manage the current account of the Issuing Party; Declaration of the Issuing Party on submission to execution on the basis of art of the Act dated August 29 th, 1997 Banking Law; Deposits of monetary assets made by MB Progress Capital Limited through the powers of art. 102 of the Act dated August 29 th, 1997 Banking Law, on an account in the Bank, with a maximum value of PLN. In the opinion of the Issuing Party, as of the date of Prospectus approval, the Issuing Party fulfills its obligations resulting from the contract, thus no risk of contract termination because of the Issuing Party exists. 4. Contract on an investment loan with BZ WBK S.A. in Wrocław dated June 5 th, 2008, with annexes 1 7. On June 5 th, 2008, Bank Zachodni WBK S.A. in Wrocław signed with the Issuing Party a contract with Annexes (1 7) on an investment loan for up PLN, designed for construction of a commercial-service gallery (Galeria Piastów 2), a cinema object and a commercial-service-apartment object located in Legnica at ul. Grodzka, for which a mortgage register MR N o LEIL/ /3 is maintained, and at ul. Najświętszej Marii Panny 18a, for which a mortgage register MR N o LEIL/ /2 is maintained (Expansion of Galeria Piastów), and for financing interest rates until the date of the finish of construction works of the investment, funding the preparatory commission and for total payment of the bank loan granted on the basis of contract on investment loan for capital release from the implemented investment (i.e. Equity Release) N o K dated April 4 th, The Issuing Party obliged to pay the used loand before August 31 st, 2014, with the restriction, that the final deadline of loan payment may be extended until August 21 st, 2016, if the Issuing Party fufills some additional conditions. The used amount of loan is evidenced on a loan account in Euro, with interest equat to a variable EURIBOR rate for one month interbank deposits in Euro, increased by the margin of the Bank, equal to 4,00 percent points. Additionally, the Parties decided, that from the first day of interest period, starting after the date the IRS transaction is made (a transaction of protection of the interest rate risk), the margin will be lowered to the level of 3,50 percent point, with the IRS transaction to be made before December 31 st, The used amount of loan is evidenced on a loan account in Euro, with interest equat to a variable EURIBOR rate for one month interbank deposits in Euro, increased by the margin of the Bank, equal to 4,00 percent points. From the first day of the interest period starting after the date of the aforementioned IRS Transaction, the margin will be lowered to the level of 3,50 percent point. The interest and capital installments are paid at the end of each month, with the capital installments being equal and due to be paid with a value reflecting a yearly loan depreciation rate of 1,5%. Aditionally, BZ WBK has the right to collect 80% of Page 206

207 the surplus defined as net income from rent minus the total yearly loan installment and the current tax rate of income tax on legal entities, for the payment of the last capital installment. The Issuing Party has provided protection for the claims of the Bank, in the form of: 2. Total normal mortgage of ,79 EUR for the capital protection and a total bail mortgage of up to ,89 EUR for the protection of loan amount expressed in EUR and evidenced on the Currency Loan Account, on: Participation in perpetual use right of a ground parcel designated with a number 243 and 836/1 with area of 0,3033 ha, totalling 3097/10000 parts and ownership of a building commercial pavillion, with the exception of utility premise N o 2 and common parts of the building, located in Legnica, at ul. Najświętszej Marii Panny 9, registered in mortgage register MR N o LE1L/ /0 maintained by the District Court in Legnica, VI Mortgage Registers Department, assigned to Rank Progress Spółka Akcyjna located in Legnica, Premise real estate located in Legnica, Lower Silesian Voivodeship, At ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 3, included in the mortgage register MR N o LE1L/ /4 maintained by the District Court in Legnica, Mortgage Registers Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, At ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 4, included in the mortgage register MR N o LE1L/ /1 maintained by the District Court in Legnica, Mortgage Registers Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, At ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 5, included in the mortgage register MR N o LE1L/ /8 maintained by the District Court in Legnica, Mortgage Registers Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, At ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 6, included in the mortgage register MR N o LE1L/ /5 maintained by the District Court in Legnica, Mortgage Registers Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, At ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 10, included in the mortgage register MR N o LE1L/ /6 maintained by the District Court in Legnica, Mortgage Registers Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, At ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 12, included in the mortgage register MR N o LE1L/ /3 maintained by the District Court in Legnica, Mortgage Registers Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, At ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 1.2, included in the mortgage register MR N o LE1L/ /3 maintained by the District Court in Legnica, Mortgage Registers Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, At ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 9, included in the mortgage register MR N o LE1L/ /3 maintained by the District Court in Legnica, Mortgage Registers Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Right of perpetual use of a real estate covering ground parcels numnber 812 and 813 with a total area of 0,1339 ha, located in Legnica, at ul. Najświętszej Marii Panny 6, included in the mortgage register MR N o LE1L/ /2, maintained by the District Court in Legnica, Mortgage Registers Department, assigned to Rank Progress Spółka Akcyjna located in Legnica, Ground real estate, covering a ground parcel designated with the number 789/1, with area of 0,5365 ha, located in Legnica, at ul. Grodzka, included in the MR N o LE1L/ /3, maintained by the District Court in Legnica, Mortgage Registers Department, Real estate located in Legnica, at ul. Grodzka, parcel N o 837, for which the District Court in Legnica, Mortgage Registers Department maintains a mortgage register number LE1L/ /1, Real estate located in Legnica, at ul. Najświętszej Marii Panny N o 18A, parcel N o 296/1, for which the District Court in Legnica, Mortgage Registers Department maintains a mortgage register number LE1L/ /2, Real estate located in Łagów, municipality of Zgorzelec, for which the District Court in Zgorzelec, Mortgage Registers Department maintains a mortgage register number JG1Z/ /9, Real estate located in Łagów, municipality of Zgorzelec, for which the District Court in Zgorzelec, Mortgage Registers Department maintains a mortgage register number JG1Z/ /5, 3. Total normal mortgage of ,91 PLN for the capital protection and total bail mortgage of up to ,96 PLN for the protection of interests on the amount of loan expressed in PLN and evidenced in the Loan Account, on: Participation in the perpetual use right for the ground parcel deisgnated with the numbers 243 and 836/1 with the area of 0,3033 ha, totalling 3097/10000 parts and ownership of a building commercial pavillion, with the Page 207

208 exception of utility premise N o 2 and common parts of the building, located in Legnica, at ul. Najświętszej Marii Panny 9, included in the mortgage register MR N o LE1L/ /0, maintained by the District Court in Legnica, VI Mortgage Register Department, assigned to Rank Progress Spółka Akcyjna located in Legnica, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 3, included in the mortgage register MR N o LE1L/ /4 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 4, included in the mortgage register MR N o LE1L/ /1 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 5, included in the mortgage register MR N o LE1L/ /8 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 6, included in the mortgage register MR N o LE1L/ /5 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 10, included in the mortgage register MR N o LE1L/ /6 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 12, included in the mortgage register MR N o LE1L/ /3 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 1.2, included in the mortgage register MR N o LE1L/ /3 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 9, included in the mortgage register MR N o LE1L/ /3 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Right of perpetual use of a real estate covering ground parcels numnber 812 and 813 with a total area of 0,1339 ha, located in Legnica, at ul. Najświętszej Marii Panny 6, included in the mortgage register MR N o LE1L/ /2, maintained by the District Court in Legnica, Mortgage Registers Department, assigned to Rank Progress Spółka Akcyjna located in Legnica, Ground real estate, covering a ground parcel designated with the number 789/1, with area of 0,5365 ha, located in Legnica, at ul. Grodzka, included in the MR N o LE1L/ /3, maintained by the District Court in Legnica, Mortgage Registers Department, Real estate located in Legnica, at ul. Grodzka, parcel N o 837, for which the District Court in Legnica, Mortgage Registers Department maintains a mortgage register number LE1L/ /1, Real estate located in Legnica, at ul. Najświętszej Marii Panny N o 18A, parcel N o 296/1, for which the District Court in Legnica, Mortgage Registers Department maintains a mortgage register number LE1L/ /2, Real estate located in Łagów, municipality of Zgorzelec, for which the District Court in Zgorzelec, Mortgage Registers Department maintains a mortgage register number JG1Z/ /9, Real estate located in Łagów, municipality of Zgorzelec, for which the District Court in Zgorzelec, Mortgage Registers Department maintains a mortgage register number JG1Z/ /5, 4. Cessation of rights of a investment construction risks insurance, and after its finish cessation of rights of Galeria Piastów 2 insurance, within 14 days from the date the construction of Galeria Piastów 2 is finished. 5. Cessation of active debts from current and future rental contracts for the ares of Galeria Piastów Contract on assets blockade on the Auxiliary Account. 7. Additional protection in the form of submission of a loan granted to the Receiving Party by HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o.to this loan. 8. Submission of a loan granted to the Receiving Party by KMM Sp. z o.o. located in Zamość, ul. Kiepury 6/8. Additionally, the Issuing Party, in relation to the aforementioned IRS Contract, in particular to: Active debt by virtue of interests, which the Customer will be obliged to pay in amounts and using rules defined in the IRS Contract, including stipulated interest on delay, Active debts resulting from the costs of the Bank, if the IRS contract is terminated before its validity period because of circumstances, which entitle the Bank to termination of the IRS contract on the basis of frame contract, including costs resulting from the contract signed by the Bank on the monetary market, with the contents respective to the initial Page 208

209 obligation of the Customer to the bank, in order to secure the execution of benefits of the Bank to third parties, resulting from transactions made as a result of the signed IRS contract, Active debts by virtues of reparation claims for not executing or for an improper execution of obligation by the Customer, if the amount of actual damage of the Bank exceeds the amount of stipulated interest for delay and other amounts paid by the Customer, Constitutes a total bail mortgage of up to ,62 EUR on: Participation in the perpetual use right for the ground parcel deisgnated with the numbers 243 and 836/1 with the area of 0,3033 ha, totalling 3097/10000 parts and ownership of a building commercial pavillion, with the exception of utility premise N o 2 and common parts of the building, located in Legnica, at ul. Najświętszej Marii Panny 9, included in the mortgage register MR N o LE1L/ /0, maintained by the District Court in Legnica, VI Mortgage Register Department, assigned to Rank Progress Spółka Akcyjna located in Legnica, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 3, included in the mortgage register MR N o LE1L/ /4 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 4, included in the mortgage register MR N o LE1L/ /1 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 5, included in the mortgage register MR N o LE1L/ /8 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 6, included in the mortgage register MR N o LE1L/ /5 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 10, included in the mortgage register MR N o LE1L/ /6 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 12, included in the mortgage register MR N o LE1L/ /3 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 1.2, included in the mortgage register MR N o LE1L/ /3 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 9, included in the mortgage register MR N o LE1L/ /3 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Right of perpetual use of a real estate covering ground parcels numnber 812 and 813 with a total area of 0,1339 ha, located in Legnica, at ul. Najświętszej Marii Panny 6, included in the mortgage register MR N o LE1L/ /2, maintained by the District Court in Legnica, Mortgage Registers Department, assigned to Rank Progress Spółka Akcyjna located in Legnica, Ground real estate, covering a ground parcel designated with the number 789/1, with area of 0,5365 ha, located in Legnica, at ul. Grodzka, included in the MR N o LE1L/ /3, maintained by the District Court in Legnica, Mortgage Registers Department, Real estate located in Legnica, at ul. Grodzka, parcel N o 837, for which the District Court in Legnica, Mortgage Registers Department maintains a mortgage register number LE1L/ /1, Real estate located in Legnica, at ul. Najświętszej Marii Panny N o 18A, parcel N o 296/1, for which the District Court in Legnica, Mortgage Registers Department maintains a mortgage register number LE1L/ /2, The Issuing Party has also obliged i.e. to maintain the financial indicators at the following levels: LTV (loan to value ratio of loan granted to the market value of the protection) not higher than 70%, DSCR (debt service coverage ratio indicator of covering of payments resulting from the loans with current financial income) calculated only on the basis of income from rents of the area of Galeria Piastów 2 and on the basis of exploitation costs of Galeria Piastów 2 na at the level not lower than 1,05 in the 3 rd and 4 th quarters of 2009 and in the 1 st and 2 nd quarters of 2010, and 1,10 in the following periods, Page 209

210 Within the claims of the Bank by virtue of loan granting, the Issuing Party has submited itself to execution on the basis of bank writ of execution. After the potential issue of bank writ of execution, the debt of the Bank is subjected to a variable interest rate equal to a double level of interest rate of loan on securities of the NBP. The Issuing Party has also obliged to inform the Bank in a written form about actions related to issue of changeable bonds, overtakes of other entities or fusions with other entities and about changes of Status, which would not be in conforimity with the contract. In the opinion of the Issuing Party, as of the date of Prospectus approval, the Issuing Party currently fulfills its duties resulting from the contract, thus no risk of contract termination becuase of the Issuing Party exists. Additionally, shareholders of the Issuing Party, Jan Mroczka and Andrzej Bartnicki were obliged not to make any changes of ownership in the entire loan period, which would cause to number of votes owned by them during the general assembly to become lower than 60% of the total number of votes. Additionally, Jan Mroczka and Andrzej Bartnicki obliged not to use the right to dividend without a permission from the Bank, and such a permission would be granted by the Bank under the condition that the dividend will not exceed 25% of the consolidated net profit of the Issuing Party and 50% of the unitary net profit of the Issuing Party revealed for the tax year preceeding the tax year when the dividend is paid, the indicator defined as an amount of profit held for the tax year preceeding the tax year when the dividend is paid, related to the sum of capital installments assigned to the tax year when the dividend is paid will not be lower than 1,2 and no violations of conditions of loan contracts signed by Rank Progress S.A. and BZ WBK took place. In the opinion of the Issuing Party, as of the date of Prospectus approval, the Issuing Party currently fulfills its duties resulting from the contract, thus no risk of contract termination becuase of the Issuing Party exists. 5. Contract on a revolving current loan signed with BZ WBK S.A. in Wrocław on June 6 th, 2008 with Annexes 1 and 2. On June 6 th, 2008, Bank Zachodni WBK S.A. in Wrocław signed a contract (with Annexes 1 and 2) with the Issuing Party on a revolving current loan of up to PLN, assigned for funding settlements by virtue of VAT tax related to the expansion of Galeria Piastów, located in Legnica at ul. Grodzka, for which a mortgage register MR N o LEIL/ /3 is maintained, and at ul. Najświętszej Marii Panny 18a, for which a mortgage register MR N o LEIL/ /2 is maintained. The Issuing Party was obliged to pay the entirety of the debt by virtue of the loan on March 31 st, The interest rate of the loan has been defined on the basis of variable interest rate, which is a sum of WIBOR rate for one month interbank deopsits in PLN, increased by the margin of the Bank, equal to 3,50 percent point. The loan is protected with: 1. Total bail mortgage of up to PLN for capital and interest protection, on: Participation in the perpetual use right for the ground parcel deisgnated with the numbers 243 and 836/1 with the area of 0,3033 ha, totalling 3097/10000 parts and ownership of a building commercial pavillion, with the exception of utility premise N o 2 and common parts of the building, located in Legnica, at ul. Najświętszej Marii Panny 9, included in the mortgage register MR N o LE1L/ /0, maintained by the District Court in Legnica, VI Mortgage Register Department, assigned to Rank Progress Spółka Akcyjna located in Legnica, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 3, included in the mortgage register MR N o LE1L/ /4 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 4, included in the mortgage register MR N o LE1L/ /1 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 5, included in the mortgage register MR N o LE1L/ /8 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 6, included in the mortgage register MR N o LE1L/ /5 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 10, included in the mortgage register MR N o LE1L/ /6 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Page 210

211 Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 12, included in the mortgage register MR N o LE1L/ /3 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 1.2, included in the mortgage register MR N o LE1L/ /3 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Premise real estate located in Legnica, Lower Silesian Voivodeship, at ul. Najświętszej Marii Panny 9, namely, a utility premise designated with N o 9, included in the mortgage register MR N o LE1L/ /3 maintained by the District Court in Legnica, Mortgage Register Department. Rank Progress Spółka Akcyjna located in Legnica is the owner of this real estate, Right of perpetual use of a real estate covering ground parcels numnber 812 and 813 with a total area of 0,1339 ha, located in Legnica, at ul. Najświętszej Marii Panny 6, included in the mortgage register MR N o LE1L/ /2, maintained by the District Court in Legnica, Mortgage Registers Department, assigned to Rank Progress Spółka Akcyjna located in Legnica, Ground real estate, covering a ground parcel designated with the number 789/1, with area of 0,5365 ha, located in Legnica, at ul. Grodzka, included in the MR N o LE1L/ /3, maintained by the District Court in Legnica, Mortgage Registers Department, Real estate located in Legnica, at ul. Grodzka, parcel N o 837, for which the District Court in Legnica, Mortgage Registers Department maintains a mortgage register number LE1L/ /1, Real estate located in Legnica, at ul. Najświętszej Marii Panny N o 18A, parcel N o 296/1, for which the District Court in Legnica, Mortgage Registers Department maintains a mortgage register number LE1L/ /2, Real estate located in Łagów, municipality of Zgorzelec, for which the District Court in Zgorzelec, Mortgage Registers Department maintains a mortgage register number JG1Z/ /9, Real estate located in Łagów, municipality of Zgorzelec, for which the District Court in Zgorzelec, Mortgage Registers Department maintains a mortgage register number JG1Z/ /5. 2. Contracts on assets blockade on the Auxiliary Account. Additionally, shareholders of the Issuing Party, Jan Mroczka and Andrzej Bartnicki were obliged not to make any changes of ownership in the entire loan period, which would cause to number of votes owned by them during the general assembly to become lower than 60% of the total number of votes. Additionally, Jan Mroczka and Andrzej Bartnicki obliged not to use the right to dividend without a permission from the Bank, and such a permission would be granted by the Bank under the condition that the dividend will not exceed 25% of the consolidated net profit of the Issuing Party and 50% of the unitary net profit of the Issuing Party revealed for the tax year preceeding the tax year when the dividend is paid, the indicator defined as an amount of profit held for the tax year preceeding the tax year when the dividend is paid, related to the sum of capital installments assigned to the tax year when the dividend is paid will not be lower than 1,2 and no violations of conditions of loan contracts signed by Rank Progress S.A. and BZ WBK took place. The Issuing Party did not make payment of the loan granted by virtue of the said contract before the deadline of January 31 st, As applied for by the Issuing Party, the loan committee of BZ WBK S.A. bank, which held a meeting on April 8 th, 2010, approved conditions of further cooperation discussed with the Issuing Party, covered by the said loan contract, according to which the deadline of loan payment has been extended to June 30 th, The payment is about to take place as a result of obtaining financial assets by the Issuing Party from the sale transaction of Twierdza Commercial Centre in Kłodzko, which is mentioned in p Part III of this Prospectus. The Issuing Party has already taken proper actions in order to sell Twierdza Commercial Centre, e.g. it has signed a letter of intention with a potential investor, which defines price calculation, schedule of sale execution, payment conditions and deadlines. As a consequence, the Issuing Party does not predict any significant risk related to a termination of the contract caused by the Issuing Party. 6. Contract on a loan in zlotys for current business activity dated September 17 th, 2008 with Deutsche Bank PBC in Warsaw, Legnica Office, with Annexes 1 3. On the basis of contract dates September 17 th, 2008 (with Annexes 1 3), Deutsche Bank PBC S.A. in Warsaw, Legnica Office, granted the Issuing Party a renewable current loan in zlotys, with the total value of up to PLN, designed for funding the current business activity of the Issuing Party. The loan was granted for the period from March 12 th, 2008, to September 17 th, The Issuing Party is obliged to pay the entirety of the debt by virtue of loan before September 16 th, The interest rate of the loan is a variable one and it is a sum of WIBOR rate for 1-month interbank deposits and a margin of the Bank, equal to 2,5 percent point. The Bank calculates and collects interests on the loan in monthly current periods, on Page 211

212 the last day of the month, with the exception of the last interest rate, calculated on the date of return of the amount of used loan. Payment of the debt of the Issuing Party by virtue of the loan has to have an equal position in relation to other funding sources of the Issuing Party. The loan is protected with: An irrevocable mandate for the Bank to manage the current account of the Issuing Party; Declaration of the Issuing Party on submission to execution on the basis of art of the Act dated August 29 th, 1997 Banking Law; Deposits of monetary assets made by MB Progress Capital Limited through the powers of art. 102 of the Act dated August 29 th, 1997 Banking Law, on an account in the Bank, with a maximum value of PLN. In the opinion of the Issuing Party, as of the date of Prospectus approval, the Issuing Party currently fulfills its duties resulting from the contract, thus no risk of contract termination becuase of the Issuing Party exists. 7. Investment loan contract dated September 30 th, signed with BZ WBK S.A. with annexes N o 1 6. On the basis of the contract signed on September 30 th, 2008 with Annexes (1-6), Bank Zachodni WBK S.A. in Wrocław granted the dependent company of the Issuing Party, E.F. PROGRESS V Sp. z o.o., an investment loan with the amount of up to PLN The dependent company of the Issuing Party obliged to pay the amount of used loan before September 1 st, 2013, with the restriction, that the final payment deadline can be extended to Septmerber 1 st, 2016, if the dependent company of the Issuing Party fulfills additional conditions. On April 8 th, 2010, the loan committee of BZ WBK S.A. approved modified loan conditions, which predict a shorter loan payment period ending on December 31 st, 2010, with the loan payment is about to take place as a result of planned sale of Twierdza Commercial Centre in Kłodzko (ths Issuing Party has signed a letter of intention with a potential investor), or by means of payment using assets from another loan obtained from another bank. Additionally, the Parties have agreed that the Bank granted the said loan for funding: Construction of Twierdza Commercial Centre, Interest of this loan, from the Day of the end of construction works, Preparatory commission, Interests on loan granted by the Contract on a revolving current loan N o K dated September 30 th, 2008, until the date of the end of construction works, Preparatory commission on the loan granted by the Contract on a revolving current loan N o K dated September 30 th, The used amount of loan is subjected to interest equal to a variable EURIBOR rate for one month interbank deposits in PLN, increased by the margin of the Bank, equal to 4,00 percent points. From the first day of the interest period starting after the date of the IRS Transaction (transaction of protection of the interest rate risk), the margin will be lowered to the level of 3,50 percent point. The used amount of loan is evidenced on a Currency Loan Account in Euro (related to renomination of the loand), is subjected to interest rate equal to a variable EURIBOR rate for one month interbank deposits in Euro, increased by the margin of the Bank, equal to 4,00 percent points. From the date of the aforementioned IRS Transaction, the margin will be lowered to the level of 3,50 percent point. The interest and capital installments are paid at the end of each month, with the capital installments being equal and due to be paid with a value reflecting a yearly loan depreciation rate of 1,5%. Aditionally, BZ WBK has the right to collect 60% of the surplus defined as net income from rent minus the total yearly loan installment and the current tax rate of income tax on legal entities, for the payment of the last capital installment. The level of the surplus can be increased up to 80% maximum, if the conditions of the contract are not met. The dependent company of the Issuing Party has provided the following protection for the claims of the Bank, related to the loan granted: 1. Total bail mortgage of up to ,02 Euro for the protection of capital and interests on the loan, on real estates on which the investment is being implemented, for which the District Court in Kłodzko, Mortgage Registers Department, maintains the mortgage registers with the following numbers: a. SW1K/ /1 for a ground real estate, covering a ground parcel designated with the number 6/1, Ustronie area, located in Kłodzko, b. SW1K/ /3 for the right of perpetual use of a ground real estate, covering a ground parcel designated with a number 3/3, Ustronie area, located in Kłodzko, c. SW1 K/ /6, for a ground real estate, covering a ground parcel designated with the number 5/2, Ustronie area, located in Kłodzko, at ul. Noworudzka, d. SW1K/ /5, for a ground real estate, covering ground parcels designated with numbers 5/3 and 5/4, Ustronie area, located in Kłodzko. Page 212

213 2. Total normal mortgage equal to ,12 PLN for the protection of capital and a total bail mortgage of up to PLN for the protection of interest on the loan amount expressed in zlotys and evidenced on the loan account, on real estates on which the investment is being implemented, for which the District Court in Kłodzko, Mortgage Registers Department, maintains the mortgage registers with the following numbers: e. SW1K/ /1 for a ground real estate, covering a ground parcel designated with the number 6/1, Ustronie area, located in Kłodzko, f. SW1K/ /3 for the right of perpetual use of a ground real estate, covering a ground parcel designated with a number 3/3, Ustronie area, located in Kłodzko, g. SW1 K/ /6, for a ground real estate, covering a ground parcel designated with the number 5/2, Ustronie area, located in Kłodzko, at ul. Noworudzka, h. SW1K/ /5, for a ground real estate, covering ground parcels designated with numbers 5/3 and 5/4, Ustronie area, located in Kłodzko. 3. Cessation of rights from the investment construction risk insurance, and after its termination cessation of rights from the insurance of Twierdza Commercial Centre within 14 days from the Day the construction works of Twierdza Commercial Centre are finished. 4. Cessation of active debt from the entirety of rental contracts for the area of Galeria Piastów at ul. NMP 9 ina Legnica. 5. Cessation of active debts from existing and future rental contracts for the utility area of Twierdza Commercial Centre 6. Register pledge on the shares of EF Progress V Sp. z o.o. 7. A guarantee issued by Rank Progress S.A., for the Bank, that it will pay the interests and the capital of this loan until E.F. Progress V Sp. z o.o obtains full ability to manage the interests and the capital. The dependent company of the Issuing Party has also obliged i.e. to maintain the financial indicators at the following levels: LTV (loan to value ratio of loan granted to the market value of the protection) not higher than 65%, DSCR (debt service coverage ratio indicator of covering of payments resulting from the loans with current financial income) not lower than 1,2 on the basis of income from rental contracts of the area Twierdza Commercial Centre and the costs of the Receiving Party (E.F. Progress V Sp. z o.o.), excluding the interests and unexecuted currency rate differences. Within the claims of the Bank by virtue of loan granting, the dependent company of the Issuing Party has submitted itself to execution on the basis of bank writ of execution. At the moment the Bank issues the writ of execution, it will convert the currency of the foreign currency loan from Euro to PLN, at the rate for BZ WBK S.A currencies, effective in the moment of conversion. Additionally, issuing any loans by the E.F. Progress V Sp. z o.o., including those to the dominating unit, require a permission from BZ WBK. A permission is also required for dividend payment by E.F. Progress V Sp. z o.o. Appropriate statementsobligations about cancellations of dividend payments were given to BZ WBK by the Board of the dominating unit Rank Progress S.A. and separately, by other main shareholders of the dominating unit i.e. by Jan Mroczka and Andrzej Bartnicki. The obligations covered in these declarations cannot be exempted without the permission of the BZ WBK. Currently, the Boards of the Issuing Party and of its dependent entity have started negotiations with BZ WBK in order to exempt a part of financial surplus from the duty of obtaining permission of the BZ WBK for the payment of dividend. In the opinion of the Issuing Party, as of the date of Prospectus approval, the Issuing Party currently fulfills its duties resulting from the contract, thus no risk of contract termination becuase of the Issuing Party exists. 8. Investment loan contract dated February 24 th, 2010, signed with PKO BP S.A. By virtue of contract signed on February 24 th, 2010, Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna located in Warsaw granted the dependent company of the Issuing Party - Rank Müller Jelenia Góra Sp. z o.o. with an investment loan of up to PLN. The dependent company of the Isssuing Party obliged to pay the entire amount of loan used before February 1 st, The payments will be made monthly, starting from May The parties have also agreed, that the Bank granted the said loand for funding of costs related to the construction of a commercial gallery named Pasaż Grodzki in Jeleniej Górze, at ul. Grodzka Jasna. The amount of loan used is a subject to a variable interest rate WIBOR for interbank 3-month deposits in PLN, increased bz a bank margin of 3,75 percent. Interest rates on the amount used are calculated curently, during each settlement period and are paid on the last day od each settlement period. Loan payment is protected as follows: Normal stipulated mortgage of ,00 PLN protecting the main active debt (capital) of the loan and a bail contract of up to ,00 PLN protecting the additional debts, i.e. interest rates, fees and costs, on a perpetual use of ground on which the investment Galeria Pasaż Grodzki is implemented, and which is located in Jelenia Góra Page 213

214 Page 214 Rank Progress S.A. Issue Prospectus at ul. Grodzka Jasna, for which the District Court in Jelenia Góra maintains a mortgage register MR N o JG1J/ /0, Transfer of a monetary active debt from an insurance contract (renewable in the entire loan period) of the real estate subject of the investment, Transfer of monetary active debts from current rental contracts for area in Pasaż Grodzki gallery in Jelenia Góra (renewable in the entire loan period), Clause of deduction of Bank s active debts from a current account maintaned by PKO BP S.A. and other accounts of the debtor, maintained by PKO BP S.A., Blank bill of the debtor with a billing declaration, Aval for the debtor from the Issuing Party, Transfer of monetary active debts from future rental contracts in the Pasaż Grodzki gallery in Jelenia Góra (renewable in the entire loan period), immediately after they are signed, Register mortgage on share of Rank Müller Jelenia Góra Sp. z o.o. owned by: E.F. Progress II Spółka z o..o and by Paweł Müllera under the condition, that 100% of shars will be covered by this mortgage during the loan period. Within the scope of Bank s claims resulting from the virtue of loan granting to a dependent company of the Issuing Party, it has subjected to an execution on the basis of bank s writ of execution. According to the Issuing Party, as of the date of Prospectus Approval, the dependent company of the Issuing Party currently fulfills its duties resulting from the contract, thus there is no risk of contact termination because of the actions of the dependent company. 9. Current loan contract dated February 24 th, 2010, signed with PKO BP S.A. By virtue of contract signed on February 24 th, 2010, Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna located in Warsaw granted the dependent company of the Issuing Party - Rank Müller Jelenia Góra Sp. z o.o. with a current loan of up to PLN. The loan is granted for the period from February 24 th, 2010 to August 31 st, The parites have also agreed that the Bank has granted the said loan for funding VAT tax resulting from investment expenses, related to the construction of a commercial gallery named Pasaż Grodzki in Jelenia Górze at ul. Grodzka Jasna. The amount of loan used is a subject to a variable interest rate WIBOR for interbank 3-month deposits in PLN, increased bz a bank margin of 3,75 percent. Interest rates on the amount used are calculated curently, during each settlement period and are paid on the last day od each settlement period. Loan payment is protected as follows By own blank bill of the debtor with an aval, Aval of the bill by the Issuing Party, Clause of deduction of Bank s active debts from a current account maintaned by PKO BP S.A. and other accounts of the debtor, maintained by PKO BP S.A., Normal stipulated mortgage of ,00 PLN protecting the main active debt (capital) of the loan and a bail mortgage of up to ,00 PLN protecting the additional debts, i.e. interest rates, fees and costs, on a perpetual use of ground on which the investment Galeria Pasaż Grodzki is implemented, and which is located in Jelenia Góra at ul. Grodzka Jasna, for which the District Court in Jelenia Góra maintains a mortgage register MR N o JG1J/ /0, przelewem wierzytelności pieniężnej z umowy ubezpieczenia. Within the scope of Bank s claims resulting from the virtue of loan granting to a dependent company of the Issuing Party, it has subjected to an execution on the basis of bank s writ of execution. According to the Issuing Party, as of the date of Prospectus Approval, the dependent company of the Issuing Party currently fulfills its duties resulting from the contract, thus there is no risk of contact termination because of the actions of the dependent company Other loan contracts 1. Contract on investment loan dated November 17 th, 2006 signed by BZ WBK S.A. in Wrocław, and the Issuing Party. On the basis of the contract, the bank granted the Issuing Party an investment loan of PLN for funding 90% of the net purchase price of a ground located in Wrocław. The Issuing Party was obliged to pay the bank its interest by virtue of the granted loan. The used amount of the loan was subjected to an interest rate according to the variable WIBOR rate for one month interbank deposits, increased bz the margin of the bank, equal to 2 percent points. The margin was supposed to be lowered to 1,8 percent point from the date of an effective approval of a spatial development plan for the housing, including the credited ground. The change of loan interest rate was effected on the 28 th dazy of the months in the settlement periods, with the first change of interst rate taking place on December 28 th, 2006.

215 The Issuing Party obliged to a one-time payment of the amount of used loan until May 15 th, Rank Progress S.A. Issue Prospectus The loan, which is mentioned in this point, was overtaken by the Jogra 2 Sp. z o.o. company in the mode indicated in p sp. 2 Sales Contract of Shares of Jogra 2 Sp. z o.o. Part III of this Prospectus, thus the Issuing Party is exempted from its payment. 2. Contract on a current loan, signed on December 22 nd, 2006 in Wrocław, between BZ WBK S.A. in Wrocław, and the Issuing Party. On the basis of the contract, the bank granted the Issuing Party a current loan of PLN. The loan was granted as a funding on purchase of real estates, where the Issuing Party planned to implement in the future investments in commercial centres and apartment buildings. The loan could also be used for VAT payments, related to the purchased real estates, up to the mount of PLN. The Issuing Party paid the bank the interest by virtue of loan use. The used amount of loan was subjected to a variable WIBOR interest for one month interbank deposits, increased by the margin of the bank, equal to 1,75 percent point. The loan was entirely paid on April 6 th, Contract on a current loan, signed on January 24 th, 2007, between BZ WBK S.A. in Wrocław, and the Issuing Party. On the basis of the contract, the Bank granted the Issuing Party a current loan of PLN for the release of own assets invested in the purchase of a ground located in Wrocław. The Issuing Party paid the bank the interest by virtue of loan use. The used amount of loan was subjected to a variable WIBOR interest for one month interbank deposits, increased by the margin of the bank equal to 2 percent points. The margin was about to be lowered to 1,8 percent point from the day of effective approval of spatial development plan, enabling the construction of housing covering the credited ground. The Issuing Party obliged to a one-time payment of the used amount of loan before January 23 rd, The loan mentioned in this point was overtaken by the Jogra 2 Sp. z o.o. company in the mode indicated in p sp. 2 Sales Contract of Shares of Jogra 2 Sp. z o.o. Part III of this Prospectus, thus the Issuing Party is exempted from its payment. 4. Contract on a loan in zlotys, in a form of a renewable line, with ING Bank Śląski S.A. dated August 24 th On August 24 th, 2007, ING Bank Śląski S.A. in Katowice signed with the Issuing Party a contract on a loan in zlotys, in a form of a renewable line. The acceptable level of debt was defined as PLN. The loan was granted from August 24 th, 2007, until the payment date, which was defined as August 23 rd, According to the contract, the loan was designed for: Funding of purchases of new real estates, Funding current assets of the Issuing Party within its business activity. A maximum amount of PLN could be assigned to this issue. The use of the loan was limited to: Up to the level of mortgage entries on the behalf of the Bank in such a way, that the amount of used loan could not be higher than 90% of the mortgage, The bank accepted a possibility of purchasing new real estates and creation of protection in a form of mortgage on these real estates. In that case, the maximum amout of credit start could be increased by 90% of the value of entries on the purchased real estate. Each time, a transaction of this type required a permission from the bank, wchich accepted the purchase price and the level of mortgage entry, The level of mortgaged, unconditional active debts, namely active debts that do not contain conditions suspending the execution of the contract. In the case of active debt drop to the level below 40% of the loan coverage (monthly monitoring), within one months from the acknowledgement of the above, the Issuing Party was obliged to pay a part of the loan, which would enable the aforementioned condition of the level of loan coverage with mortgaged real estates to be met or to supply the protection up to the required level. The interest rate of the loan was a variable type and it was a sum of WIBOR rate for 1-month interbank deposits and a margin of the bank equal to 0,80 percent point p.a. The interest rate of the loan was determined on the day of first start of the loan and it was changed on a monthly basis, starting from the first date of the first start of the loan. Page 215

216 Page 216 Rank Progress S.A. Issue Prospectus The loan, which is mentioned in this point, is replaced with a current loan, granted on the basis of a contract on a current loan signed with ING Bank Śląski S.A. on August 29 th, 2008, with Annexes N o 1 3 and on the basis of Restructurisation Contract dated September 18 th, 2009, with Annex N o 1. This contract is described in p.6 below. 5. Contract on loan in zlotys for investment funding dated September 13 th, 2007, with ING Bank Śląski S.A. On September 13 th, 2007, in Wrocław, ING Bank Śląski S.A. in Wrocław granted the Issuing Party a loan in zlotys, equal to PLN, designed for funding and refunding of the investment, namely, real estate purchase of up to 80% of the purchase price. The loan was granted for the period from September 13 th, 2007, to February, 28 th, The first start of the loan was designed for payment of the loan granted by the Bank on the basis of the contract N o /00 on a loan in zlotys in the form of a renewable line, dated August 24 th, 2007, with later changes, up to the amount of PLN. The start of the loan for investment funding was made directly to the account of the seller, while start of the loan for refinancing was made to the basic account of the Issuing Party. The Issuing Party was obliged to pay the entirety of the debt by virtue of the loan in equal capital installments, paid on the last day of each month, starting from March 31 st, The level of the installments was dependent on the level of loan use. The interest rate of the loan was a variable type and it was a sum of WIBOR rate for 1-month interbank deposits and a margin of the bank equal to 0,8 percent point p.a. The interest rate of the loan was determined on the day of first start of the loan and it will be changed on a monthly basis, starting from the first date of the first start of the loan. The Bank will caluclate and collect the interest rates in monthly settlement periods. The credit mentioned in this point was replaced with a current credit, granted on the basis of contract on a current loan, signed with ING Bank Śląski S.A. on August 29 th, 2008, with Annexes 1 3 and on the basis of Restructurisation Contract dated September 18 th, 2009, with Annex No 1. This contract is described in p.6 below. 6. Contract on a current loan with ING Bank Śląski S.A. dated August 29 th, 2008, with Annexes N o 1 3 and the Restructrisation Contract dated September 18 th, 2009, with Annex N o 1. On August 29 th, 2008, the Issuing Party signed with ING Bank Śląski S.A. in Katowice a contract on a non-renewable current loan, which was granted to the Issuing Party, in the amount of PLN. The loan was granted from August 29 th, 2008, until the payment date, which was December 11 th, According to the loan contract, the loan was designed for: Payment of a current loan granted to the Receiving Party by the Bank on the basis of Contract N o /00 dated , with later changes, Payment of an investment loan granted to the Receiving Party by the Bank on the basis of Contract N o /00 dated r. The interest rate of the loan was a variable type and it was a sum of WIBOR rate for 1-month interbank deposits and a margin of the bank equal to 1,75 percent point p.a. The interest rate of the loan was determined on the day of first start of the loan and it will be changed on a monthly basis, starting from the first date of the first start of the loan. Equal capital installments of PLN were paid monthly at the end of each month. The bank caluclated and collected interests on the amount of used loan, in monthly settlement periods. The interests were collected as down payments, on the first working day after the end of each settlement period. The Issuing Party granted the Bank with a written statement of submission to execution, independently from creation of the aforementioned loan payment protection. The loan was fully paid on December 11 th, Contract on a revolving current loan, signed with BZ WBK S.A. on September 30 th, 2008, with Annexes N o 1 6. On the basis of contract dated September 30 th, 2008, with Annexes (1-3), Bank Zachodni WBK S.A. in Wrocław granted the dependent company of the Issuing Party E.F. PROGRESS V Sp. z o.o., a current loan with a value of up to PLN. The Bank granted the said loan for funding of VAT tax related to the construction of Twierdza Kłodzko Gallery. The used amount of load was subjected to a variable WIBOR rate for one month interbank deposits in PLN, increased by the margin of the Bank, equal to 3,50 percent points. The loan was fully paid on November 30 th, Contract on a current loan with PKO BP S.A. signed on December 2 nd, 2008, with Annexes N o 1 4.

217 On the basis of the contract, the bank granted the Issuing Party with a loan for real estate purchase, with the value of PLN. The loan was granted for the period from to Its reference rate was WIBOR-S, which is defined as an arithmetic average of WIBOR 1M quotations calculated by PKO BP S.A. from the qutations from the 25 th day of the previous month to the 24 th day of the current month, with a two-digit accuracy, which was effective as a reference rate from the first day of the next month. The margin of the bank was equal to 2,35 percent point. The interest rates were paid monthly, at the end of each months. The loan was fully paid on November 2 nd, Insurance policies Below, insurance contracts are presented, where the Issuing Party is a party of the contract. Table: Insurance contracts, where the Issuing Party and its dependent companies are a party of the contract. N o Insuring Party name Insurance range Insurance subject Insurance period Insurance value 1. Towarzystwo Ubezpieczeń Allianz Polska S.A. and Insurance of assets 10 Buildings and constructions of Galeria Piastów I, Galeria Piastów II, apartments, Galeria Piastów III, Until PLN Sopockie Towarzystwo Ubezpieczeń ERGO HESTIA S.A 10 Fixed assets 10 Low value assets PLN PLN 10 Window glass, breaking PLN 10 Cash PLN 10 Machines, from electric damage PLN 2. Towarzystwo Ubezpieczeń Allianz Polska S.A. Insurance of machines from damage - Ventillation systems, moving stairs, lifts, air conditioning Until PLN and Sopockie Towarzystwo Ubezpieczeń ERGO HESTIA S.A 3. Towarzystwo Ubezpieczeń Allianz Polska S.A. Insurance of electronic - Portable electronic equipment on the basis devices of all risks Until r PLN Page 217

218 4. Powszechny Zakład Ubezpieczeń S.A. Insurance of assets from - Buildings and fire and other elements constructions ( Kamienica ) until r PLN 5. Sopockie Towarzystwo Ubezpieczeń ERGO HESTIA S.A. Insurance of assets from - Building ( Browar ) until r PLN fire and other random evets 6. Powszechny Zakład Ubezpieczeń S.A. Insurance of assets from 10 Buildings and fire and other random constructions events ( Fortepiany ) Until r PLN 7. Powszechny Zakład Ubezpieczeń S.A. Insurance, services of accounting books management until r euro (guarantee amount) 8. Powszechny Zakład Ubezpieczeń S.A. CR insurance related to the activity-real estate management Until r PLN (guarantee amount) 9. Towarzystwo Ubezpieczeń Allianz Polska S.A. and Sopockie Towarzystwo Ubezpieczeń Ergo Hestia S.A. Insurance of assets of the Partnership E.F. Progress V Sp. z o.o. 10 buildings and constructions 10 fixed assets 10 low value assets 10 window glass, breaking until r PLN PLN PLN PLN 10 machines, from electric damage PLN ( Galeria Twierdza ) 10. Towarzystwo Ubezpieczeń Allianz Polska S.A. Civil responsibility of the Partnership E.F. Progress V - Insurance by virtue of business activity until r PLN (guarantee amount) and Sp. z o.o. Sopockie Towarzystwo Ubezpieczeń Ergo Hestia S.A. 11. Towarzystwo Ubezpieczeń Allianz Polska S.A. Civil responsibility of the by virtue of business activity or assets use Insurance by virtue of business activity or assets use until PLN (guarantee amount) Rank Progress S.A. Page 218

219 and Sopockie Towarzystwo Ubezpieczeń Ergo Hestia S.A. Source: Issuing Party 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. 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. Hit Zarząd Majątkiem Legnica 1 Sp. z o.o. Rank Müller Sp. z o.o. Rank Progress S.A. Issue Prospectus Insurance policies, listed in p. 1 and 9 of the above table are subjects of cessation to the proper banks, in relation to protections created by the Issuing Party by virtue of loans granted by these banks. All vehicles owned by the Issuing Party are duly insured from the civil responsibility related to travels of these vehicles, according to the rules and in the scope defined by law Other contracts 1. Contract with the President of the City of Legnica. On August 23 rd, 2007, the Issuing Party ( Investor ) signed a contract with the President of the Citz of Legnica ( Manager ), on the basis of art. 16 p. 2 of the Act on public roads, in order to define detailed conditions of construction and reconstruction of roads related to the construction of a commercial-service object in Legnica, e.g. on the parcels included in the MR LE1L/ /3 oraz LE1L/ /8. On the basis of the aforementioned contract, the Issuing Party obliged to e.g. implementation and covering expenses of construction and reconstruction of the streets present in the vinicity of the aforementioned real estate, i.e. to a construction of a part of a road from ul. Spółdzielcza to ul. Zamiejska, to a construction of a missing part of the road, from the designed road SAG013, to the back side of CH AUCHAN, and to implement a project of traffic lights at the junction of the Nowodworska and Spółdzielcza street. Once the aforementioned duties are executed, the Issuing Party obliged to return all performed works for free. The Manager obliged to, e.g. permit the Investor to use the real estates necessary to perform the aforementioned works and construction works, and to dispose on the behalf of the Investor the parcel N o 271/1, for the improvement of management conditions of real estates owned by the Investor, and the parcel N o 272/4 in exchange for a part of parcel N o 270, which is owned by the Investor and which is occupied with a rain collector. Once the investment is finished, the Manager obliged to overtake the communication layout implemented by the Investor. The Issuing Party performed the works covered by the aforementioned contract, and on November 6 th, 2009, it obtained the permission to use the said investment. 2. Obligation to the City of Kalisz. On the basis of statement dated September 11 th, 2007, the Issuing Party obliged to construct an underground parking lot for at least 250 parking places for cars and to prepare a public square on the ground of the parcel, in a form and using rules specified in a separate agreement (Investment), while the aforementioned parking lot will be constructed on a real estate Page 219

220 Page 220 Rank Progress S.A. Issue Prospectus located in Kalisz, Plac Nowy Rynek, owned by the City of Kalisz. The condition of implementation of the Investment is a transfer of the said real estate to the Investor for its use for construction works. Once the construction of the parking lot is completed, the Issuing Party transfers it back to the City of Kalisz for free, and in exchange, it will be open to the customers of the Galeria Tęcza Commercial Centre, which is being constructed by the Issuing Party. 3. Agreement between the President of the City of Jastrzębie Zdrój and the Issuing Party, Stanisław Bielaszka and Władysława Bielaszka. On September 14 th, 2007, President of the City of Jastrzębie Zdrój has reached an agreement with the Issuing Party and with Stanisław Bielaszka and Władysława Bielaszka, on the basis of art. 16 p. 2 of the Act on public roads, which defined the detailed conditions of construction of a road connecting the Podhalańska, Małopolska and Cieszyńska street, with a reconstruction of the roundabout at the junction of the Podhalańska and Cieszyńska streets, along with technical infrastructure ( Investment ). The said reconstruction is related to the investments planned by the Issuing Party and by Stanisław Bielaszka and Władysława Bielaszka, which are constructions of commercial-service centres in Jastrzębie Zdrój. Additionally, the aforementioned entities have defined in a separate agreement the mutual methods of settlements of expenses on the investments. On the basis of the contract, the Issuing Party, together with Stanisław Bielaszka and Władysława Bielaszka obliged to execute, e.g., the following works within the scope of the Investment: designing a construction project and an executive documentation necessary for the implementation of the investment, the decision on permission for counstruction works and execution of the Investment at their own cost. After the said works are finished, the Issuing Party and Stanisław Bielaszka and Władysława Bielaszka obliged to transfer the implemented Investment the manager of the road and to cover the expenses spent by the manager of the road for purchase or expropriation of real estates for the construction of the designed road. Additionally, the Issuing Party and Stanisław Bielaszka and Władysława Bielaszka declared readiness to cover the maintenance costs and costs of current maintenance and repairs of the designed road in the period of at least 10 years, starting from the date of overtake of the designed road by the road manager. In the said agreement, the road manager obliged, e.g., to apply to a proper organ and to obtain a final and legally effective decision on the definition of road location, and also to prepare a release-receive protocol at the end of the investment. Additionally, the Issuing Party signed an agreement with Carrefour Polska Sp. z o.o. on May 18 th, 2009, on the basis of which Carrefour Polska Sp. z o.o. overtook the rights and duties of the Issuing Party from the said contract, including the duty of sharing with Władysław Bielaszka the maintenance costs of the aforementioned road within 10 years from its reception by the City of Jastrzębia Góra. Additionally, works covered by the aforementioned contract have been done, and on August 6 th, 2009, a permission to use the said investment was given. 4. Issue of Bonds to bearer Series A. On the basis of the Resolution of the Board made on December 7 th, 2009, and of the resolution of the Supervisory Board made on December 3 rd, 2009, the Issuing Party issued of normal bonds to bearer Series A, with a nominal price and an issue price of a 1000 PLN each, with the total nominal value of PLN. The bonds have been obtained by 15 entities, and their allocation was made on December 9 th, The bonds have been issued as Secured bonds. The protection of the bonds has a form of bail mortgages (up to the level of 120% of the value of issued Bonds) on: Perpetual use of a ground real estate located in Katowice, Bogudzice Zawodzie, at ul. Olimpijska, covering parcels 74/22, 74/24, 74/29, 74/30, 74/40, 92/11 and 74/43 with a total area of 0,8410 ha, designated with a morgtgage register N o KA1K/ /1, managed by XI Mortgage Registers Department of the District Court Katowice-Wschód in Katowice, which is owned by the Treasure of the State, with the perpetual user until being Rank Progress S.A. located in Legnica. Currently, the real estate has a total normal mortgage of 30 mln PLN and a total stipulated bail mortgage of up to 1,5 mln PLN, registered on the behalf of Bank Zachodni WBK S.A., Perpetual use of a real estate housed with industrial buildings, located in Legnica, at ul. Senatorski, covering parcels 594/5, 594/6, 594/7 and 594/8 with a total area of sq.m., designated with a mortgage register N o LE1L/ /1, managed by the VI Mortgage Registers Department of the District Court in Legnica, which is owned by the Treasure of the State, with the perpetual user until being Rank Progress S.A. located in Legnica. Currently, the real estate has a total stipulated bail mortgage of up to PLN, registered on the behalf of ING Bank Śląski S.A., Perpetual use of housed real estate located in Legnica at ul. Witelona, covering the parcel N o 361 with the area of 0,8601 ha, designated with a mortgage register LE1L/ /1, managed by the VI Mortgage Registers Department of the District Court in Legnica, which is owned by the Treasure of the State, with the perpetual user until being Rank Progress S.A. located in Legnica. Currently, the real estate has a stipulated bail mortgage of up to PLN, registered on the behalf of ING Bank Śląski S.A., Perpetual use of real estate housed with a service building located in Legnica at ul. Złotoryjska, coverin the parcels N o 338/1 and 338/2 with a total area of 1076 sq.m., designated with a mortgage register N o LE1L/ /8, managed

221 by the VI Mortgage Registers Department of the District Court in Legnica, which is owned by the Municipality of Legnica, with the perpetual user until being Rank Progress S.A. located in Legnica. Currently, the real estate has a total stipulated bail mortgage of up to PLN, registered on the behalf of ING Bank Śląski S.A. The interest rate of the Bonds will be calculated on the basis of constant interest rate of 12% starting from the allocation date. The interests will be paid on: March 9 th, 2010, June 9 th, 2010, September 9 th, 2010 and on the purchase date, or in the case of an earlier purchase. The purchase of bonds will be made by the Partnership on December 9 th, 2010, where the purchase will take place at the nominal value of purchased Bonds. Each of the Bondholders can submit a written declaration to the Issuing Party, that the Bonds immediately become due and payable, and the Issuing Party is obliged to an instataneous purchase of the Bonds, in case one of the following events take place: The Issuing Party delays the payment of interest from the Bonds for at least 7 days, In a case of a loss or a free disposal of balance assets of the Issuing Party with a significant value, with that loss or a free disposal of assets with a significant value can have a significant, negative effect on the financial situation of the Issuing Party and its ability to execute or to fulfill the duty of interest payment or of purchase of Bonds, according to this resolution. By the term assets with significant value one has to understand assets, which form at least 10% of value of the total assets of the Issuing Party. The loss of assets as understood by this resolution does not take place, if this loss is compensated by benefits from the insurace, in total or in part which would cause the own capital of the Issuing Party to be diminished by no more than 30% of their value, according to the last published financial report, In a case of paid disposal of assets with a significant value as understood accroding to point a), if the total own assets of the Issuing Party at the end of the year are reduced by more than 20% as a result of such paid disposal, In a case, when (i) execution or fulfillment of the Bonds purchase duty by the Issuing Party, according to this Resolution or of other significant obligations resulting from this Resolution, will contradict the law, or (ii) the validity of the Bonds will be questioned by the Issuing Party, The Issuing Party becomes bankrupt or if a agreement or bankruptcy proceeding is started, or if it will hold on payments of undisputed obligations to financial informations by virtue of bank loans, loans, guarantees or warranties or other obligations of similar nature, with their value exceeding PLN, for a period longer than 21 working days, The Issuing Party delays payment of undisputed obligations with a value equal to or exceeding 15% of own capital of the issuing Party, according to the last published financial report by more than 30 days, against the Bondholders or other entities entitled by virtue of debt instruments, and by virtue of securities of a similar nature, issued in Poland or outside its borders, with the exception of debt securities forming a protection of contracts signed by the Issuing Party or which form a protection of its commercial obligations, If the Issuing Party creates a Debt after issuing a Bond Purchase Offer to the Investors. The Debt mentioned in the previous sentence, is the total amount of obligation to be paid, resulting from bank loan contracts and loan contracts (however, with exception of unused parts of loan limits resulting from loan constracts signed before issuing the Bond Purchase Offer to the Investors), bonds and debt securities, and securities of similar nature (exlcuding debt securities forming a protection of contracts signed by the Issuing Party or forming a protection of its commercial obligations), warranties granted to financial institutions, minus the value of monetary and debt securities issued by the Treasure of the State, National Bank of Poland in an amount causing the total amount of Debt related to the own capital of the Issuing Party to exceed 3 in a consolidated financial report of the Capital Group of the Issuing Party Contracts signed between the shareholders of the Issuing Party The Partnership does not know about any contracts signed between its shareholders 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 The Partnership does not know about any contracts, where the shareholders and bound entities are a party, and which are significant for the Issuing Party or its business activity. 23. Information of third parties and declarations of experts and declarations on any engagement With the exception of information obtained from the following sources: Marketbeat Polska Autumn 2009 a report prepared by Cushman & Wakefield Polska Sp. z o.o., Commercial market 2009 a report prepared by Knight Frank Sp. z o.o., Forecast of office real estate market development in Poland: Back to the future? a report prepared by the Institute of Studies on the Market Economy, Commercial centres in medium-sized cities of Poland a report prepated by DTZ Polska Sp. z o.o., in the Issue Prospectus no information of third parties or declarations of experts are published. Page 221

222 During the preparation of the Prospectus, the aforementioned information were used and they have been precisely quoted. To the best of the knowledge of the Issuing Party or in the best of his judgements, no important facts were omitted, which could cause the quoted information to become imprecise or which would cause confusion. 24. Documents made available for browsing In the vaildity period of the Issue Prospectus, the following documents, or their copies, are made available for browsing in the office of the Issuing Party: The Issue Prospectus, The Status of the Issuing Party, Rules of the General Assembly, the Supervisory Board and the Board, Estimated operates defining the market value of the real estates, the summary of which is included in an Appendix to the Prospectus, Historical financial information of the Capital Group of the Issuing Party and of the Issuing Party and its dependent companies for the tax years , Mid-year financial information for the period from January 1 st to June 30 th, 2009 of the Issuing Party and its dependent companies. Additionally, the Prospectus will be made available in an electronic form on the website of the Issuing Party ( and on the website of the Offering Party ( 25. Information on shares of other companies Below, in the table, shares of other companies owned by the Issuing Party are presented. Table: Shares of other companies owned by the Issuing Party. N o Entity name Location 1 HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. Page 222 % of shares owned by the Partnership % of votes at the General Assembly of Partners Legnica 100% 100% 2 KMM Sp. z o.o. in liquidation 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. z o.o. Legnica 100% 100% 11 Colin Holdings Limited Nicosia, Cyprus 100% 100% 12 Rank Müller Jelenia Góra Sp. z o.o.* Jelenia Góra 54% 50% Source: Issuing Party *) The Rank Müller Jelenia Góra Sp. z o.o. is an entity related to the dependent company of the Issuing Party - E.F. Progress II Sp. z o.o., which owns 54% of shares and 50% of votes at the Assembly of Partners. 1. HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o. limited partnership The Company was founded by an authenticated deed dated , and the legal predecessor of the Issuing Party purchased it on the basis of shares purchase contract dated The Company runs its business activity as a company named HIT Zarząd Majątkiem Polska Legnica 1, limited liability company located in Legnica. The company capital of the partnership totals PLN. The Issuing Party is the only shareholder of the partnership. Real estate rents on its own account form the subject of the business activity of the partnership.

223 The partnership has not paid dividend in the last tax year. 2. Spółka KMM Sp. z o.o. in liquidation. The Partnership was founded by an authenticated deed dated , and the legal predecessor of the Issuing Party purchased it on the basis of shares purchase contract dated The Partnership runs its business activity as a company named KMM Spółka z ograniczoną odpowiedzialnością (limited liability company) located in Zamość. The company capital of the partnership totals PLN. The Issuing Party is the only shareholder of the partnership. The main subject of the partnership s activity is construction, real estate management as well as retail and wholesale trade. The partnership has not paid dividend in the last tax year. On September 2 nd, 2009, a resolution on the liquidation of the company was made. An appropriate notification was published in the CaEM on October 13 th, 2008 (N o 200, 3049), the basis of this decision of the Shareholders Assembly was lack of perspectives for further business activity of the company, let alone its development. In addition, the Shareholders Assembly was convinced that further existence of the partnership is not necessary because it has reached the goals predicted by the shareholders. Jan Mroczka was designed as the liquidator of the company. Currently, the Liquidator performs actions required to liquidate the company and to finally erase it from the register. 3. E.F. Progress I Sp. z o.o. Partnership The legal predecessor of the Issuing Party created a limited liability partnership by an authenticated deed dated November 13 th, 2006, created in Legnica. On December 1 st, 2006, the Register Court of Wrocław-Fabryczna in Wrocław, IX Economic Department for the National Court Register performed the registration of the partnership. The partnership runs its business activity as a company named E.F. Progress I The company capital of the partnership totals PLN. The Issuing Party is the only shareholder of the partnership. The main subject of the business activity of the partnership is ground preparation for construction, construction of complete buildings and constructions, or parts thereof, land and water engineering, implementation of construction installations, execution of finishing construction works, purchases and sales of real estates on own account, rents of real assets on own account, other commercial activity, not classified elsewhere. The Partnership runs a business activity, namely in the first stage construction, and in the second stage managemenr of Tęcza Gallery in Kaliszu. As of the date of Prospectus approval, the partnership was running an activity, e.g. signing rental contracts in the aforementioned Commercial Centre. On October 28 th, 2009, the partnership signed a contract with P.B. Cezbed Sp. z o.o. on the general contractor of the investment within the aforementioned Commercial Centre, valued in total at 67,9 mln PLN, these construction works have begun in December, The partnership has not paid dividend as of the date of Prospectus approval. 4. E.F. Progress II Sp. z o.o. Partnership The legal predecessor of the Issuing Party created a limited liability partnership by an authenticated deed dated November 13 th, 2006, created in Legnica. On December 7 th, 2006, the Register Court of Wrocław-Fabryczna in Wrocław, IX Economic Department for the National Court Register performed the registration of the partnership. The partnership runs its business activity as a company named E.F. Progress II The company capital of the partnership totals PLN. The Issuing Party is the only shareholder of the partnership. The main subject of the business activity of the partnership is ground preparation for construction, construction of complete buildings and constructions, or parts thereof, land and water engineering, implementation of construction installations, execution of finishing construction works, purchases and sales of real estates on own account, rents of real assets on own account, other commercial activity, not classified elsewhere. This Partnership participates in the Rank Müller Jelenia Góra Sp. z o.o., Partnership as the Partner, with the latter partnership planned to run a business activity in the field of construction and management of a commercial-service object in Jelenia Góra Pasaż Grodzki. The partnership has not paid dividend as of the date of Prospectus approval. 5. Spółka E.F. Progress III Sp. z o.o. Page 223

224 Page 224 Rank Progress S.A. Issue Prospectus The legal predecessor of the Issuing Party created a limited liability partnership by an authenticated deed dated November 13 th, 2006, created in Legnica. On November 23 th, 2006, the Register Court of Wrocław-Fabryczna in Wrocław, IX Economic Department for the National Court Register performed the registration of the partnership. The partnership runs its business activity as a company named E.F. Progress III The company capital of the partnership totals PLN. The Issuing Party is the only shareholder of the partnership. The main subject of the business activity of the partnership is ground preparation for construction, construction of complete buildings and constructions, or parts thereof, land and water engineering, implementation of construction installations, execution of finishing construction works, purchases and sales of real estates on own account, rents of real assets on own account, other commercial activity, not classified elsewhere. The Partnership will run an activity, namely in the first stage construction, and in the second stage management of a Commercial Centre in Zamość. As of the date of Prospectus Approval, the partnership was performing a business activity of constructing the said site (the construction will start at the break of May and June 2010 and it is planned to end by February 2011) and of signing rental contracts for the said site. On April 26 th, 2010 the company has signed a contract on general contractory works with ERBUD S.A. within the said site, with the total value of 47,0 mln PLN net. 6. E.F. Progress IV Sp. z o.o. Partnership The legal predecessor of the Issuing Party created a limited liability partnership by an authenticated deed dated November 13 th, 2006, created in Legnica. On November 24 th, 2006, the Register Court of Wrocław-Fabryczna in Wrocław, IX Economic Department for the National Court Register performed the registration of the partnership. The partnership runs its business activity as a company named E.F. Progress IV The company capital of the partnership totals PLN. The Issuing Party is the only shareholder of the partnership. The main subject of the business activity of the partnership is ground preparation for construction, construction of complete buildings and constructions, or parts thereof, land and water engineering, implementation of construction installations, execution of finishing construction works, purchases and sales of real estates on own account, rents of real assets on own account, other commercial activity, not classified elsewhere. The Partnership was planned to perform a business activity, which was the construction of a Commercial Centre in Stargard Szczeciński, and in order to do this, it purchased a number of real estates. However, the Partnership did not obtain funds for implementation of the investment, thus the Board of the Issuing Party withdrew from the implementation. It resulted in lodging in a bankruptcy application with a possibility of announcing an agreement, on August 14 th, wniosku o ogłoszenie upadłości z możliwością ogłoszenia układu. A proceeding in this case is underway in the District Court in Legnica. The partnership has not paid dividend as of the date of Prospectus approval. 7. E.F. Progress V Sp. z o.o. Partnership The legal predecessor of the Issuing Party created a limited liability partnership by an authenticated deed dated November 13 th, 2006, created in Legnica. On December 27 th, 2006, the Register Court of Wrocław-Fabryczna in Wrocław, IX Economic Department for the National Court Register performed the registration of the partnership. The partnership runs its business activity as a company named E.F. Progress V The company capital of the partnership totals PLN. The Issuing Party is the only shareholder of the partnership. The main subject of the business activity of the partnership is ground preparation for construction, construction of complete buildings and constructions, or parts thereof, land and water engineering, implementation of construction installations, execution of finishing construction works, purchases and sales of real estates on own account, rents of real assets on own account, other commercial activity, not classified elsewhere. In the period of , the partnership ran its business activity, related to the construction of Twierdza Commercial Centre in Kłodzko and to commercialisation of this object. The Centre was opened on April 4 th, 2009, and since then the partnership runs a business, namely, manages and supervises the Commercial Centre. The partnership has not paid dividend as of the date of Prospectus approval. 8. E.F. Progress VI Sp. z o.o. Partnership The legal predecessor of the Issuing Party created a limited liability partnership by an authenticated deed dated July 14 th, 2008, created in Legnica. On September 18 th, 2008, the Register Court of Wrocław-Fabryczna in Wrocław, IX Economic Department for the National Court Register performed the registration of the partnership. The partnership runs its business activity as a company named E.F. Progress VI The company capital of the partnership totals PLN. The Issuing Party is the only shareholder of the partnership.

225 The main subject of the business activity of the partnership is ground preparation for construction, construction of complete buildings and constructions, or parts thereof, land and water engineering, implementation of construction installations, execution of finishing construction works, purchases and sales of real estates on own account, rents of real assets on own account, other commercial activity, not classified elsewhere. The Partnership will run its business activity, namely, in the first stage the construction, and in the second stage management of a commercial-service object Galeria Świdnicka in Świdnica. As of the date of Prospectus approval, the partnership was runinng its business activity, which was signing rental contracts in the aforementioned Commercial Centre. The partnership has not paid dividend as of the date of Prospectus approval. 9. E.F. Progress VII Sp. z o.o. Partnership The legal predecessor of the Issuing Party created a limited liability partnership by an authenticated deed dated July 14 th, 2008, created in Legnica. On September 5 th, 2008, the Register Court of Wrocław-Fabryczna in Wrocław, IX Economic Department for the National Court Register performed the registration of the partnership. The partnership runs its business activity as a company named E.F. Progress VII The company capital of the partnership totals PLN. The Issuing Party is the only shareholder of the partnership. The main subject of the business activity of the partnership is ground preparation for construction, construction of complete buildings and constructions, or parts thereof, land and water engineering, implementation of construction installations, execution of finishing construction works, purchases and sales of real estates on own account, rents of real assets on own account, other commercial activity, not classified elsewhere. The Partnership runs business activity, namely, in the first stage the construction, and in the second stage management of Twierdza II Commercial Park in Kłodzko. As of the date of Prospectus approval, the partnership runs an activity, which is construction of the aforementioned object and signing rental contracts in the aforementioned object. Additionally, on June 29 th, 2009 the partnership has signed a contract with ERBUD S.A. on the general contractor of the investment within the aforementioned Commercial Park, with the total value of 16,0 mln PLN. The partnership has not paid dividend as of the date of Prospectus approval. 10. Foundation of Rank Prosper Skarżysko Kamienna Sp. z o.o. partnership On the basis of an authenticated deed dated May 15 th, 2008, created in Legnica, The Issuing Party founded a limited liability partnership. On , the Register Court of Wrocław-Fabryczna in Wrocław, IX Economic Department for the National Court Register performed the registration of the partnership. The partnership runs its business activity as a company named Rank Prosper Skarżysko Kamienna Spółka z organiczną odpowiedzialnością (limited liability company). The company capital of the partnership totals PLN. The Issuing Party is the only shareholder of the partnership. The main subject of the business activity of the partnership is ground preparation for construction, construction of complete buildings and constructions, or parts thereof, land and water engineering, implementation of construction installations, execution of finishing construction works, purchases and sales of real estates on own account, rents of real assets on own account, other commercial activity, not classified elsewhere. Until the date of Prospectus approval, the Partnership has run an activity with intention to buy real estates in Skarżysko Kamienna, which will form the base for future construction of a commercial centre. Until the date of Prospectus approval, the Partnership did not perform its business acitivity and it has not paid dividend. 11. Foundation of Colin Holdings Limited partnership. On March 31 st, 2009, according to art. 113 of the Cyprus act Partnership Law, a Colin Holdings Limited Partnership was created. The Partnership was registered in the company register maintained by the Minister of Trade, Industry and Tourism (Partnership Registration Department). The Partnership runs its business activity as a company named Colin Holdings Limited located in Nicosia, and its Company capital totals Euro. The Issuing Party is the only shareholders of the partnership. The main subject of the partnership s activity is trade activity, advisory activity (in Cyprus and abroad), economic advisory services, financial activity, investment activity, managerial activity (also related to foreign entities), activity within the field of representation of other entities, cooperation with other entities, support of other entities within the group, purchasing Page 225

226 shares and participations in other companies, overtakes of other companies, accepting contributions in the form of fixed and volatile assets in exchange for shares, assets division, disposal of company assets, accepting payment in the form of shares, allocation of shares and securities and salaries for purchased assets and services, creating branch offices, foundation and ownership of other partnerships, activity through agents, performing the duties of a secretary, an agent, and others, transportation services, transportation means trade, toruism activity, construction activity, management of fixed assets, granting guarantees and warranties, purchases and sales of securities, issuing and negotiations of payment instruments, allocation of monetary assets, issues of securities, charity support, benefits for the managerial staff, patent reception and similar, covering costs of company marketing and foundation, covering initial and other expenses, and the partnership is entitled to runing any additional activity leading to implementation of one or all of the aforementioned goals. As of the date of Prospectus approval, the Partnership did not perform its business acitivity and it has not paid dividend. 12. Rank Müller Jelenia Góra Sp. z o.o. Partnership On the basis of an authenticated deed dated July 3 rd, 2007, created in Legnica, E.F. Progress II Sp. z o.o. has signed a limited liability contract with a third person. On Octobe 17 th, 2007, the Register Court of Wrocław-Fabryczna in Wrocław, IX Economic Department for the National Court Register performed the registration of the partnership. The Partnership runs this business activity as a company named Rank Müller Jelenia Góra Sp. z ograniczoną odpowiedzialnością (limited liability partnership), located in Jelenia Góra. Company capital of the partnership equals 7.702,8 PLN. The company capital was obtained in 54% by E.F. Progress II Sp. z o.o., and in 46% by the third person. The main subject of the business activity of the partnership is ground preparation for construction, construction of complete buildings and constructions, or parts thereof, land and water engineering, implementation of construction installations, execution of finishing construction works, purchases and sales of real estates on own account, rents of real assets on own account, other commercial activity, not classified elsewhere. The Partnership runs a business activity, namely, in the first stage construction, and in the second stage management of the commercial object Pasaż Grodzki in Jelenia Góra. As of the date of Prospectus approval, the partnership runs its activity, namely, construction of the aforementioned object (the construction was started in July 2009 and it is supposed to have ended by October, 2010) and signing rental contracts in the aforementioned object. On June 29 th, 2009, the partnership has signed a contract with ERBUD S.A. on the general contractor within the aforementioned object, with the total net value of 32,0 mln PLN. The partnership has not paid dividend as of the date of Prospectus approval. Page 226

227 IV. QUOTATION DOCUMENT 1. Responsible people Personal data of people responsible for the informations included in the Prospectus and their proper statements have been included in p. 1. Part III of the Prospectus Registration Document. 2. Risk factors, which are significant for securities offered or accepted for circulation The description of risk factors, which are significant for the offered shares and for the needs of evaluation of market risk related to these shares, has been included in p. 3 Part II of the Prospectus Risk Factors. 3. Basic information 3.1. Current capital declaration The Board of the Partnership declares that in its opinion, the Capital Group of the Issuing Party has adequate monetary flows as of the date of Prospectus approval, which guarantee the level of current capital, understood as the ability to obtain access to monetary assets or other liquid assets in order to pay own obligations within deadlines, adequate to cover own needs within the period of 12 months from the date of approval of the Issue Prospectus. The Issuing Party does not know of any problems with the current capital, which can take place in the future Declaration on capitalisation and debt Financial data, presenting the value of own capital and debt have been defined as of November 30 th, 2009, on the basis of data from the last consolidated balance of the Capital Group of the Issuing Party. Table: Information about the capitalisation and the debt of the Issuing Party (tys. PLN). Details February 28 th, 2009 Total short-term debt guaranteed 0 - secured a) bank loans b) leasing not guaranteed/not secured Total long-term debts (excluding the current part of the long-term debt) guaranteed 0 - secured a) bank loans b) leasing not guaranteed/not secured 242 Own capital company capital reserve capital profit (loss) from previous years Page 227

228 - net profit (loss) TOTAL A. Monetary assets B. Equivalents of monetary assets 0 C. Securities 0 D. Viability (A+B+C) E. Current financial active debts 0 F. Short-term debts in banks G. Current part of the long-term debt H. Other short-term financial debt I. Short-term financial debt (F+G+H) J. Total short-term financial debt (I-E-D) K. Long-term bank loans and loans L. Issued bonds 0 M. Other long-term financial debt 358 N. Net long-term financial debt (K+L+M) O. Net financial debt (J+N) Source: Issuing Party Below, additional informations updating the numercial data presented above, in the field of significant changes: 1. The Group of the Issuing Party has conditional obligations, including bills and declarations of submission to execution as protections of loan and leasing contracts: Obligation to the City of Kalisz, on the basis of a declaration dated September 11 th, 2007, related to the construction of an underground parking lot for 250 parking places on a real estate located in Kalisz, Plac Nowy Rynek. The condition of execution of the obligation is transfer of the mentioned real estate to the Issuing Party, for use for the construction. Once the construction of the parking lot is completed, the Issuing Party will transfer it to the City of Kalisz for free, and in exchange, it will be free to use for the customers of Tęcza Commercial Centre, which is being constructed by the Issuing Party, Obligation to the City of Zamość on the basis of a contract signed on February 17 th, 2010 to construct and modify the road system adjacent to the planned Commercial Centre in Zamość located at the ul. Kilińskiego/Przemysłowa. A bill forming a protection of a current leasing contract for a scissor jack Dingli JCPT contract N o WP5/00007/2009 granted by BZ WBK Finance & Leasing S.A., with the payment remaining by this virtue, equal to ,19 PLN, A bill forming a protection of a current leasing contract for a sound system Samson L-3200 contract N o WP5/00008/2009 granted by BZ WBK Finance & Leasing S.A., with the payment remaining by this virtue, equal to ,51 PLN, A bill forming a protection of a current leasing contract for a LED display Virtual Pixel PH12 contract N o WP5/00010/2009 granted by BZ WBK Finance & Leasing S.A., with the payment remaining by this virtue, equal to ,25 PLN, A bill forming a protection of a current leasing contract for a lighting system ADJ AccuSpot 250 contract N o WP5/00009/2009 granted by BZ WBK Finance & Leasing S.A., with the payment remaining by this virtue, equal to ,24 PLN, Own blank bills, forming a protection of a current leasing contract for a Bentley Continental GT car contract N o ZP5/00010/2008 granted by BZ WBK Leasing S.A., with the payment remaining by this virtue, equal to ,93 PLN, A bill forming a protection of a current leasing contract for a Mercedes CL 63 AMG car contract N o ZP2/00007/2008 granted by BZ WBK Leasing S.A., with the payment remaining by this virtue, equal to ,30 PLN, Own blank bill forming a protection of a current leasing contract for a track digger Caterpillar 330 CLN contract N o WP5/00013/2007 granted by BZ WBK Finance & Leasing S.A., with the payment remaining by this virtue, equal to ,61 PLN, Own blank bills forming a protection of a current leasing contract for a Niftylift Nifty 170 hydraulic jack, contract N o ZP5/00016/2007 granted by BZ WBK Leasing S.A., with the payment remaining by this virtue, equal to ,02 PLN, Page 228

229 According to an authenticated deed N o 16661/2008 dated December 8 th, 2008, obliged to construct a cinema on the parcel number 3/2 in Kłodzko, with a minimum number of 500 seats, which will also include a conferenceexhibition hall. The Issuing Party obliged to construct the cinema and to obtain a permission for its use no later than June 30 th, If the aforementioned deadline is exceeded, the Issuing Party is obliged to pay the Urban Municipality of Kłodzko a sitpulated penalty of PLN by September 30 th, Own blank bill forming a protection of potential claims of Focus Park Piła Sp. z o.o. relation to the order contract signed on December 2 nd, 2009, together with the contract for transfer of rights and duties. This bill was issued on December 23 rd, 2009 and it can be filled up to the maximum value of ,85 PLN. Own blank bill forming a protection of loan contract signed by the dependent company Rank Müller Jelenia Góra Sp. z o.o. with PKO BP S.A. on February 24 th, The Issuing Party has an indirect debtm in the form of: Warranty of a bill of PLN issued by Adam Morgaś (Buyer) as a protection of contract signed with Cezary Wielgus (Seller) on the sale of 30% of shares in the GLOBAL-In Bogdan Rzążewski i Wspólnicy Spółka Jawna company, located in Lublin, Warranty of a bill of PLN issued by Adam Morgaś (Buyer) as a protection of contract signed with Cezary Wielgus (Seller) on the sale of 30% of shares in the GLOBAL-In Bogdan Rzążewski i Wspólnicy Spółka Jawna company, located in Lublin. As of the date of Prospectus approval, by virtue of the aforementioned contracts, the remaining payment of Adam Mogaś to the Sellers totalled PLN. The following assets form the protection of the secured obligations: 1. The real estate of Galeria Piastów (parcels 243, 836/1, 812, 813, 789/1) located in Legnica at ul. NM Panny 9, forms a protection o an investment loan N o K000043, granted in the amount of EUR by BZ WBK S.A., investment loan N o K granted in the amount of ,19 EUR by BZ WBK S.A. and a revolving current loan N o K granted in the amount of PLN by BZ WBK S.A. 2. The real estate of Galeria Piastów (parcels 837 and 296/1) located in Legnica at ul. NM Panny 9, NM Panny 20A and ul. Św. Piotra 11 forms a protection of an investment loan K granted in the amount of PLN by BZ WBK S.A. and a revolving current loan N o K granted in the amount of PLN by BZ WBK S.A. 3. Cessation of active debts from the entirety of rental contracts of the area in Galeria Piastów I located in Legnica at ul. NM Panny 9, forms one of the protections of the investment loan N o K , granted in the amount of EUR by BZ WBK S.A. 4. Cessation of active debts from the entirety of rental contracts of the area in Galeria II located in Legnica at ul. NM Panny 9 and NM Panny 20A forms one of the protections of the investment loan N o K granted in the amount of PLN by BZ WBK S.A. 5. Financial pledge on a separated account with a blockade of assets to the amount of PLN forms one of the protections of the investment loan N o K granted in the amount of EUR by BZ WBK S.A. 6. The Issuing Party made an application on making a mortgage register entry on the real estates located in Zgorzelec (parcels N o 630, 631, 632 and 516) by the virtue of protection of the investment loan K granted in the amount of PLN by BZ WBK S.A. This protection has not been yet registered by the Court as of the date of Prospectus approval. 7. Ground real estate located in Wrocław at ul. Białowieska (parcels 3/4, 3/5, 3/7 i 3/15) forms one of the protections of the investment loan N o K in the amount of PLN granted by BZ WBK S.A. 8. Housed real estate located in Katowice at ul. Olimpijska (parcels 74/22, 74/24, 74/29, 74/30, 74/40, 92/11, 74/43) forms one of the protections of the investment loan N o K in the amount of PLN granted by BZ WBK S.A. and is a subject of protection of rights from the Series A Bonds of the Issuing Party with a total nominal value of PLN, obtained by the Bondholders on December 9 th, Kaucja w wysokości 600 tys. PLN stanowi jedno z zabezpieczeń kredytu inwestycyjnego nr K w kwocie tys. PLN udzielonego przez BZ WBK S.A. 10. Housed real estate located in Legnica at ul. Senatorska 21 (parcels 594/5, 594/6, 594/7, 594/8) is a subject of protection of rights from the Bonds of the Issuing Party Series A with a total nominal value of PLN obtained by the bondholders on December 9 th, Housed real estate located in Legnica at ul. Witelona 6 (parcel 361) is a subject of protection of rights from the Bonds of the Issuing Party Series A with a total nominal value of PLN obtained by the bondholders on December 9 th, Housed real estate located in Legnica at ul. Złotoryjska 63 (parcels 338/1 and 338/2) is a subject of protection of rights from the Bonds of the Issuing Party Series A with a total nominal value of PLN obtained by the bondholders on December 9 th, Housed real estate located in Kłodzko at ul. Noworudzka 2 (parcels 6/2, 6/3, 6/4, 6/5, 6/6, 5/2, 5/3, 5/4 and 3/3) forms a protection of the investment loan N o K granted in the amount of PLN by Bank Zachodni WBK S.A. 14. Unhoused real estate located in Opole Gosławice, at ul. Sieradzka (parcels , 132/13 and 166/3) forms a protection of return of pre-payments granted by Carrefour Polska in the amount of PLN. 15. Unhoused real estate located in Opole Turawa, Zawada area (parcels 253/3, 566/3 and 569/3) forms a protection off the active debt by virtue of potential claims for payment of salary due to Erbud S.A. 16. Unhoused real estate located in Grudziądz at ul. Konarskiego (parcels 3/1, 3/3, 4/1 and 3/101) forms a protection of obligations of E.F. Progress I Sp. z o.o. against PSS Społem w Kaliszu. Page 229

230 17. Unhoused real estate located in Legnica at al. Piłsudskiego/ul. Jaskółcza (parcel 157) forms a protection of potential obligations against PSS Społem w Kaliszu, related to the sale of a non-apartment premise. 18. Unhoused real estate located in Legnica at Al. Piłsudskiego/ul. Jaskółcza (parcel 154) forms a protection of obligations of E.F. Progress I against PSS Społem w Kaliszu, and related to the sale of a non-apartment premise. 19. Housed real estate located in Kalisz at ul. 3-Maja, Nowy Rynek (parcel 26/2) forms a protection of obligations of E.F. Progress I against PSS Społem w Kaliszu, related to remaining sale price. 20. Unhoused real estate located in Brzed at ul. Trzech Kotwic 11C forms a protection of obligations of E.F. Progress I against PSS Społem w Kaliszu, related to remaining sale price. 21. Leasinged, assets, which are listed in the balance of the Issuing Party, but which are a property of the leasing granting party until the time of leasing payment: Hydraulic jack Niftylift Nifty 170, Track digger Caterpillar 330 CLN, Volkswagen Jetta vehicles, 11 cars, Mercedes CL 63 vehicle, Bentley Continental GT vehicle, Mercedes-Benz CLS 320 vehicle, Scissor jack Dingli JCPT, 22. Additionally, the Issuing Party has submitted to proper courts applications for making entries in mortgage registers for the real estates located in points 10, 11 and 12 as a protection of rights from Series A Bonds of the Issuing Party with a total nominal value of PLN, obtained by Bondholders on December 9 th, This protection has not yet been registered by the courts as of the date of Prospectus approval Interests of persons and legal entities engaged in the issue or in the offer As of the date of Prospectus approval, the entities engaged in the Public offer of Shares of the Issuing Party are with the exception of the Issuing Party, which is interested in the success of issue of Series C Shares all its current shareholders, especially shareholders owning large packages of shares of the Issuing Party, i.e. Andrzej Bartnicki, Jan Mroczka and MB Progress Capital Limited, who are interested in the increase of value of shares owned by them. An entity engaged in the Public Offer, is also the Offering Party Brokerage House IDMSA, because its salary depends on the success of the Public Offer. The Offering Party indirectly owns shares of the Issuing Party, through the IDEA Y FIZ Aktywów Niepublicznych fund located in Warsaw, represented by IDEA TFI Spółka Akcyjna a dependent entity of the Offering Party, which entitle to use less than 5% of votes at the GA. Because of the above, the Offering Party is interested in obtaining the highest possible price of Series C Shares and to obtain the highest possible number of shares obtained by the Investors through the Public Offer. An entity engaged in the Public Offer is also the Financial Advisor PROFESCAPITAL Sp. z o.o., because its salary depends on the success of the Public Offer. The Financial Advisor does not own shares of the Issuing Party. Paweł Puterko, a member of the Supervisory Board of the Issuing Party, is also a Board Chairman and a shareholder of PROFESCAPITAL Sp. z o.o. acting as a financial advisor to the Issuing Party, however, the Issuing Party thinks that Paweł Puterko does not perform any private activities or other duties, which would result in conflict with the interest of the Issuing Party None, even a potential, conflict of interest exists between the entities metioned above, i.e. in relation to the Issuing Party, the Offering Party and the Financial Advisor, which could appear in relation to the preparation and execution of the Series C Shares Public Offer Goals of the Public Offer and the description of use of the monetary income The main goal of the Public Offer is to obtain assets, which will allow the Issuing Party to implement the assumed strategy and to develop its current activity. The Issuing Party plans to use net income from the issue of New Shares on: Increasing capital in its intended companies, which will use thus obtained assets to fund its own contribution to the investment projects managed by the Capital Group, Supplementing of own contribution to the Galeria Piastów investment in Legnica, Payment of current loan taken in BZ WBK S.A. The Issuing Party intends a maximum period of use of obtained assets equal to 9 months from the date of their income to the Partnership. The Board of the Partnership predicts 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 their maximum price The Issuing Party plans to assign the income from the issue to the following goals: Table: The goals of Series C Shares issue. Page 230

231 N o Investment expenses and loan payments Investment expenses Partnership managing the investment Amount (in tys. PLN) 1 "Galeria Tęcza" commercial gallery in Kalisz E.F. Progress I Sp. z o.o Twierdza Zamojska 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 Source: Issuing Party Total The projects have been ordered according to the priority of their implementation. Informations on financial and technical parameters of the aforementioned projects with N o s 1 to 5, along with information on total expenses on particular investments can be found in p Part III of the Prospectus Registration Document. Informations 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. Informations related to the current loan on VAT granted by BZ WBK are presented in p Part III of the Prospectus Registration Document The value of planned investment expenses of the Issuing Party in the period of will total 500,1 mln PLN, with the entire amount related to investments in commercial objects. Assets for funding the investment projects planned for the period of , 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 and investment activity 52,9 mln PLN; Bank loans 398,2 mln PLN. The Issuing Party assumes, that the participation of debt funding in the funding of planned development projects will reach about 70%. The investment goals indicated above and investment expenses related to them will be implemented independently. The Issuing Party plans the implementation of these goals in the period of In the opinion of the Issuing Party, assets obtained from the issue of New Shares, supplemented with debt funding and own assets from operational and investment activity will be adequate to implement the goals of the issue. If the final amount of assets obtained in the issue of New Shares will be lower than assumed by the Issuing Board, the amount of expenses on implementation of the issue goals will be supplemented from other sources (own assets of the Issuing Party, bank loans or leasing), and if these assets are still not enough, the implementation time of the investment project will be extended. As of the date of Prospectus approval, the Issuing Party does not predict a change of the issue s goa ls. However, if it turns out that the implementation of planned investments is impossible or ineffective, the Board of the Issuing Party does not exclude assets transfers between the aforementioned goals of issue of series C shares, or implementation of other investments. Potential changes related to transfers of the assets will be made by the Board of the Issuing Party as a resolution and passed on to the general public in current reports, immediately after such a resolution is made. In a case when a resolution on assets transfer had been made before the rights to series C shares are introduced to the stock exchange circulation, a proper information will be announced to the general publis, also by publication of an annex to the Prospectus, approved by the KNF. The Annex will be made available to the general public in the same way as the Prospectus was published. 4. Informations on securities offered or approved for circulation 4.1. Type and group of the Offered Shares and approved for circulation On the basis of this Prospectus, the Issuing Party plans to apply for approval for circulation on the regulated market of the GPW in Warsaw: normal shares to bearer, Series B with a nominal value of 0,10 PLN (ten groszy) each, no more than normal shares to bearer, Series C with a nominal value of 0,10 PLN (ten groszy) each, no more than rights to Series C Shares (PDA). Page 231

232 Page 232 Rank Progress S.A. Issue Prospectus On the basis of this Prospectus, normal shares to bearer, Series C is offered, with a nominal value of 0,10 PLN (ten groszy) each, offered by the Partnership within the public offer, with exclusion of subscription rights for current shareholders. The shares are participation securities, incorporating the rights of a shareholder of a stock partnership. The rights to Series C Shares (PDA) are securities through the powers of art. 3 p. 1 ch. a) of the Act on Financial Instruments Circulation. PDA will be allocated to subscribers of Series C Shares, which have been allocated Series C Shares, and they wil be registered on a secrities account of their owners. After the registration of the increase of company capital of the Issuing Party through the issue of Series C Shares by the court takes place, PDA owners will obtain Series C Shares in a number equal to the number of PDA registered on their securities accounts Legal regulations which formed the basis for creation of offered securities or securities approved for circulation According to art related to art. 430 c.c.c. an increase of the company capital requires a resolution of the General Assembly to be made. Such resolution, through the powers of art. 415 c.c.c., must be made by the majority of three fourths of votes made in order to be valid. The resolution on the increase of company capital cannot be subitted to the register court after more than six months from the date it was made, and in the case of new issue shares being a subject of a public offer included in an issue prospectus or an information memorandum, on the basis of regulations of public offers and of the conditions of introduction of financial instruments to an organised circulation system after twelve months from the date, respectively, of Prospectus approval or an information memorandum or from the date the identity of information contained in the information memorandum with information required from an issue prospectus and no later than one month from the date of shares assignment, whereas the application for Prospectus or informative memorandum approval or the application for a confirmation of identity of infromation contained in the information memorandum with the information required from an issue prospectus cannot be submitted later than four months since the date the resolution on the increase of the company capital was made (art c.c.c.) Indication, if the securities offered or approved for circulation are registered securities, securities to bearer or if they have a dematerialised form Series B Shares approved for circulation are normal shares to bearer, which currently have a form of a document. The documents of these shares will be placed in the deposit of the brokerage house before the contract with NDS is signed. Once the contract with NDS is signed, the series B shares will be dematerialised, and the register of securities will be managed by the National Deposit of Securities S.A. located in Warsaw, at ul. Książęca 4. Offered Series C Shares are normal shares to bearer. Rights to the Series C Shares are securities, the result of which is the right to obtain Series C Shares, which do not have the form of document, created at the moment of share allocation and evoked at the moment, when the shares are registered in the securities deposit, or on the day, when the decision of the register court refusing the entry of an increase of the company capital to be made in the business entities register of the National Court Register, comes into effect.. Series C Shares and Rights to Series C Shares will not have a form of a document. The register of securities will be managed by the National Securities Deposit S.A., locaed in Warsaw, at ul. Książęca Currency of the issued securities Polish zloty (PLN) is the currency of the issued securities Rights, including all limitations of these rights, related to the securities and procedures of execution of these rights Rights related to the Shares are defined by the Commercial Companies Code, the Status, the Act on Financial Instruments Circulation, Act on Public Offer and Public Partnerships and by other legal regulations. In order to obtain more detailed information, one has to use the advice of people and entities approved to tax advisory services, financial advisory services and legal advisory services. Assets-related rights, related to the shares of the Partnership 1. Right to dividend participation in the profit of the Partnership listed in the financial report, studied by an expert auditor, designed by the General Assembly to be paid to the shareholders (art. 347 CCC). The profit is divided proportionally to the number of shares. The Status does not predict any priviledges related to this law, which means, that each of the shares has assigned the same dividend. The shareholders, who were the holders of shares on the date of resolution on profit division, are entitled to the dividend. An Ordinary General Assembly of a public partnership defines the dividend day and the payment date. The dividend day may be defined on the day the resolution is made or within next three months, starting from this day (art. 348 CCC). When deciding the date of the dividend day, the General Assembly should take into account regulations of the National Deposit of Securities and of the Stock Exchange. The Issuing Party is obliged to inform the National Deposit of Securities about the amount of

233 dividend allocated to each share, together with the date of the dividend day and the payment date, sending immediately, but no later than 10 days before the dividend day, a resolution of a proper organ of the Partnership, competent in this issues. The payment date can be set no earlier than on the tenth day after the dividend day. The National Deposit of Securities passes these information to all direct participants. Direct participants define the number of securities granting them the right to dividend, present on the accounts managed by them and send to the National Deposit of Securities the information about: The amount of monetary assets, which should be transferred to the participant as a result of dividend payment, Total amount of input income tax on legal entities, which should be collected by the issuing party from dividends paid through a participator, The number of securities accounts managed for people, who are tax-payers of tax on legal entities. On the payment day, the issuing party is obliged to leave assets assigned to the execution of the right to dividend at the disposal of the National Deposit of Securities. As a result of the resolution of assigning profit for division, the shareholders are granted a claim for dividend payment. This claim becomes due on the day indicated in the resolution of the General Assembly is a subject to limitation according to general rules. Legal regulations do not define the time, when the right to dividend ceases to exist. In the case of tax-payers which do not have an office or the board located on the territory of the Republic of Poland, which are a subject to the income from dividend, the rates resulting from agreements signed by the Republic of Poland in order to prevent a double taxation, or which provide exemption from the tax, according to these agreements are applied, only after a so called residence certification is presented, issued by the proper tax administration. The residence certificate has to prove if the given entitiy is included in the scope of agreement on avoiding double tax, i.e. it is entitled to use lower, preferential tax rates or to be exempted from tax. In the case, when doubts exist, the tax-payer will deduct the tax in amount predicted by the act. If a non-resident proves, that the decisions of the international agreement predicting a reduction of the national tax rate (including a total exemption) apply to him/her, he/she will be entitled to claim an overpayment statement and to return of tax, which was not due, directly from the tax office. The amount assigned for division between shareholders cannot exceed the profit for the last tax year, increased by undivided profits from the previous years and by amounts transferred from reserve capitals created from the profits, which can be assigned to the dividend payment. Uncovered losses, own shares and costs, which according to the Status or to the act should be spent from the profit for the last tax year on reserve capitals (art CCC), should be deducted from this amount. The law, which is effective in Poland, does not introduce other regulations regarding the dividend rate or the methods of its calculations, frequency and cumulative or a non-cumulative nature of payments. No right other than the right of participation in the profits of the Issuing Party is related to the shares of Issuing Party, in particular, the Status of the Issuing Party does not predict an award of participation in the profits of the Partnership by issuing nominal foundation certificates, in order to pay for services made during the formation of the Partnership, or by issuing use certificates in exchange for redeemed shares. 2. Right of subscription - Priviledged rights of subscription for new shares related to the number of owned shares. According to the conditions specified in art. 433 CCC, the shareholders can be stripped of the right of subscription, partially or totally, in the interest of the Partnership, through the powers of a resolution of the General Assembly. This resolution is made by a majority of at least four fifths of votes. The rule, that 4/5 of the votes is necessary, is not applied, if the resolution on increase of company capital states, that the new shares are about to be obtained in their entirety by a financial institution (a subissuing party), with the obligation of offering them later to the shareholders in order to let them execute the right of subscription on the conditions specified in the resolution, or if the resolution states that the new shares are to be obtained by the subissuing party, if the shareholders holding the right of subscription, do not obtain a part of all of shares offered them. The stripping of the shareholders of the right of subscription can take place in a case, when it has been announced in the order of meeting of the General Assembly. 3. Right of participation in the assets of the Partnership after satisfaction or security of the creditors is obtained in the case of its liquidation. According to art CCC, the assets remaining after the satisfaction or security of the creditors is obtained, is divided by the shareholders, proportionally to payments for the company capital, made by each of them. The Status of the Issuing Party does not predict any priviledges in this field. 4. Right of disposal of owned shares. The status of the Issuing Party does not provide any limitations in this field. 5. Right of duty on the owned shares using a pledge or a usage. In the period, when shares of the public partnership, which have a pledge or a usage created, are registered on securities accounts in a brokerage house or in a bank managing securities accounts, the shareholder is entitled to the right of vote from these shares (art CCC). 6. Shares of the Partnership can be redeemed. The shares can be redeemed by lowering the company capital, by shares purchase (with permission of the shareholder) by the Partnership. 7. Right of changing registered shares to shares to bearer. The change of registered shares to shares to bearer can be done by request of the shareholder (art.334 CCC related to of the Status of the Partnership). The change of registered shares to shares to bearer causes loss of the priviledges. Corporate rights related to the shares of the Partnership: The following corporate rights are related to the shares of the Partnership: Page 233

234 Page 234 Rank Progress S.A. Issue Prospectus 1. Right of participation in the General Assembly (art. 412 CCC) and voting rights during the General Assembly (art CCC), with the right of participation in the General Assembly of the public partnership is held only be people, who are shareholders of the Partnership, sixteen days before the date of the General Assembly (date of registration of participation in the General Assembly) (art CCC), which requested a nominal certificate of the right of participation in the General Assembly to the entity, which manages the securities account (art CCC). Each share entitles to one vote during the General Assembly (art. 411 CCC). 2. Right of submission of an application for the call for an Extraordinary General Assembly and of submission of application for including particular issues in the order of meeting of this Extraordinary General Assembly, granted to the shareholders owning at least one twentieth of the company capital of the Partnership (art CCC). 3. Right of submission, within 21 days before the set date of the General Assembly, an application for including particular issues in the order of meeting of this General Assembly, granted to the shareholders owning at least one twentieth of the company capital of the Partnership (art CCC). 4. Right of submission of resolution projects to the Partnership, in a written form or using telecommunication means, related to the issues included in the order of meeting of the General Assembly, or issues, which are to be included in the order of meeting, granted to the shareholders owning at lease one twentieth of the company capital of the Partnership (art CCC). 5. Right of submission of resolution projects during the General Assembly, related to the issues included in the order of the meeting. 6. Right of charging the resolutions of the General Assembly, according to the rules specified in art CCC. 7. Right of demand of election of the Supervisory Board in separated groups according to CCC by an application of the shareholders representing at least one fifth of the company capital, the election of the Supervisory Board should be performed by the next General Assembly, by voting in separate groups. 8. Right of demand of study of a particular issue related to the foundation of the public partnership or to the management of its affairs by an expert (auditor for special cases), to be paid by the Issuing Party; a resolution on this issue is made by the General Assembly, due to an application of a shareholder or shareholders owning at least 5% of the total number of votes during the General Assembly (art. 84 and 85 of the Acnt on Public Offer). In order to perform this, the Shareholders can demand an Extraordinary General Assembly to be called for, or demand to include the issue of this resolution in the order of meeting of the next General Assembly. If the General Assembly does not make a resolution according to the contents of the applications, or if it makes such a resolution with a violation of art. 84 p. 4 of the act, the applying shareholders can claim for assgning a specified entity as an auditor for special cases to the Register Court, within 14 days from the date of the resolution. 9. Right of obtaining information about the Partnership in the scope and in the way defined by legal regulations, especially by art. 428 CCC, during the meeting of the General Assembly, the Board is obliged to reveal information related to the Partnership to a shareholder demanding such information, if it is justified for the evaluation of the issue included in the order of meeting. A Shareholder, which was refused the demanded information during the meeting of the General Assembly, and who raised an objection to the protocol, can submit an application to a Register Court for obliging the Board to reveal said information (art. 429 CCC). 10. Right to a registered deposit certificate, issued by the entity managing the securities account, according to the regulations on the circulation of financial instruments, to which shareholders of public partnership, owning dematerialised shares are entitiled, with the right of this shareholder to a registered certificate of the voting right in a general assembly of a public partnership (art CCC). 11. Right of demand of issuing extracts of the report of the Board on the activity of the Partnership and of the financial report with an extract of the report of the Supervisory Board and of the opinion of the expert auditor, no later than fifteen days before the meeting of the General Assembly (art CCC). 12. Right to browse the list of shareholders entitled to participation in the General Assembly, in the office of the Board, and to demand a copy of the list for a return of costs of this copy (art CCC). The shareholder can also demand a free copy of the shareholders list, sent via , giving the address, to which the said list should be sent (art CCC). 13. Right to demand extracts of applications of the issues included in the order of meeting, a week before the meeting of the General Assembly (art CCC). 14. Right to submit an application for checking the presence list during the General Assembly by a special committee elected for this issue, consisting of at least three people. The application can be submitted by the shareholders owning one tenth of the company capital represented during this General Assembly. The applicants have the right to select one committee member (art CCC). 15. Right to browse the protocol book and to demand extracts of resolutions, testified by the Board (art CCC). 16. Right to lodge in a charge for reparations of damage done to the Partnership, according to the rules specified in art. 486 and 487 CCC, if the Partnership does not lodge in a charge for reparation of the damage done to it within one year from the date of revelation of the damaging action. 17. Right to browse documents and to demand a free access (in the office of the Partnership) of extracts of the documents mentioned in art CCC (in a case of parnterships fusion), in art CCC (in a case of Partnership division) and in art CCC (in a case of Partnership transformation). 18. Right to browse the share book and to demand an extract, for return of the costs of extract preparations (art CCC). 19. Right to demand, that a commercial company, which is a shareholder of the Issuing Party, revealed information about the fact, if it is dominant or dependent to a specified commercial company or a cooperative being a

235 shareholder of the Issuing Party, or if such relation of dominance or dependency ceased to exist. The shareholder can also demand the number of shares or votes owned by this commercial company (also as a pledger, user or on the basis of agreements with other parties) to be revealed. The demand of information revelation and the responses should be placed in a written form (art. 6 4 and 6 CCC). Statements related to share change According to of the Status of the Partnerhip, shares to bearer cannot be changed into registered shares Basis of issue of offered or approved securities On November 9 th, 2009, the Extraordinary General Assembly made a Resolution N o 15/11/2009 on the increase of company capital of the Partnership by issue of normal shares to bearer, Series C, excluding subscription rights of the current shareholders and on the change of the Status of the Partnership. The resolution was made after the General Assembly got acquainted with the Opinion of the Board, in which the Board suggested an implementation of the Issue of Series C Shares with exclusion of the subscription rights, within a public offer, under conditions specified by the act dated July 29 th, 2005 on public offer and on the conditions of introduction of financial instruments to an organised circulation system and on public partnerships. The Opinion of the Board also included a suggestion of setting the issue price of Series C shares on the basis of a analysis of demand for shares of a new issue, performed by the Board of the Partnership and by a financial advisor, i.e. after presenting an offer of the partnership to the potential investors, they will be able to submit declarations of interest in purchasing Series C shares, and on the basis of a summary of many such offers, the Board of the Partnership will obtain information about the market evaluation of Series C shares, and it will defined the issue price on the basis of this information. On November 9 th, 2009, the Extraordinary General Assembly of the Issuing Party made a resolution on the subject of Offered Shares, with the following content: Resolution N o 15/11/2009 of the Ordinary General Assembly of Rank Progress S.A. dated on the issue of increase of company capital of the Partnership by an issue of normal shares to bearer, Series C with exclusion of the subscription right of current shareholders and on the change of the Status of the Partnership I. Increase of the company capital 1. The Ordinary General Assembly of Rank Progress Spółka Akcyjna located in Legnica revokes in its entirety the resolution N o 6/01/2008 on the increase of company capital, dated April 22th, 2008 and the resolution N o 7/01/2008 on the approval of application for approval and introduction Series B and C shares and rights to Series C Sharesto the circulation on a regulated market and on dematerialisation of Series B and C shares and of rights to Series C shares, dated April 22nd Acting through the powers of art , art , art and art in relation to the art of the Commercial Companies Code, the Ordinary General Assembly of Rank Progress Spółka Akcyjna located in Legnica decides to increase the company capital of the Partnership from the amount of PLN (in words: three millions two hundred and fifty thousands ninety two zlotys) to the amount not greater than PLN (in words: three millions seven hundred and fourteen thousands five hundred and five zlotys), i.e. by the amount not grater than PLN (in words: four hundred and sixty four thousands three hundred and thirteen zlotys). 3. The increase of the company capital will take place by issue of no more than (in words: four millions six hundred and fourty three thousands one hundred and thirty) new Series C Shares with a nominal value of 0,10 PLN (in words: ten groszy) each. Series C Shares will be totaly covered with monetary assets before the registration of the capital increase takes place. 1. Series C Shares will be normal shares to bearer Page 235

236 2. Series C Shares will not have granted any special priviledges. 6. Series C Shares will participate in dividend starting from payments from profits, which will be assigned for division for the tax year ending on the day of December thirty first, the year two thousand and nine ( ), i.e. from the day of January the first, the year two thousand and ten ( ). 7. The Issue of Series C shares will be performed in the public offer mode as understood by the act dated July 29 th, 2005 on public offer and conditions of introducing financial instruments to an organised circulation system and on public partnerships (Dz.U with later changes). 8. Series C Shares and rights to Series C Shares ( PDA ) will be submitted for approval and introduction to circulation on the regulated market of Stock Exchange in Warsaw S.A. Series C Shares are subject to dematerialisation as understood by regulations of the of the act dated July 29 th, 2005, on the circulation of financial instruments. 9. On the basis of art in relation to art of the Commercial Companies Code, the Board of the Partnership is authorised and obliged to submit a statement about the level of increased company capital of the Partnership before the increase of company capital is submitted for registration the increase will be made in the range specified in 1 of this resolution, in the amount corresponding to the number of shares obtained as a result of public subscription. II. Right of subscription On the basis of art of the Commercial Company Code, in the interest of the Partnership, the right of subscription to the Series C Shares is entirely excluded for the current shareholders. The Series C Shares will be obtained through an open subscription. The Board presented an opinion to the General Assembly of the Partnership, which justifies the reasons for exclusion of current shareholders from the right of subscription to the Series C Shares and which indicates a method of determination of the issue price for Series C Shares. 2. According to the opinion of the Board, the justification of excluding current shareholders from the right of subscription of Series C Shares lies in the fact, that they will be offered to external investors as an open subscription, in conditions of public circulation of securities, which is the best method for obtaining financial assets necessary for the Partnership and which will enable an improvement of the market position of the Partnership, an increase of its reliability and increase of the dynamics of development. 3. The issue price of Series C shares will be defined on the basis of analysis of demand for new shares, performed by the Board of the Partnership and by a financial advisor. Once the offer of the partneship is presented to the potential investors, they will be able to submit declarations of interest in purchasing Series C shares, and on the basis of a large number of declarations, the Board of the Partnership will obtain information about the market evaluation of Series C shares, and on this basis it will define the market price. 4. An Ordinary General Assembly, after having acquainted with the opinion of the Board, it approves the aforementioned opinion and accepts its text as a justification of exclusion of right to subscription required bu the Commercial Companies Code. III. Board Authorisations 11. The Ordinary General Assembly authorises the Board of the Partnership to: 1) Defining the issue price of Series C Share, 2) Defining the dates of opening and closing of the Series C Shares subscription, 3) Allocating Series C shares in tranches and defining rules of transfers between tranches, Page 236

237 4) Defining methods and conditions of making subscriptions for Series C Shares and of signing contracts with subjects entitled to accepting such subscriptions, as well as to defining places, where the subscriptions for Series C shares will be accepted, 5) Defining other rules of allocation and distribution of Series C Shares, 6) Allocating Series C Shares, 7) Signing a contract on investment subissue or service subissue, if the Board deems it appropriate, 8) Submitting a declaration on the amount of obtained company capital in order to adjust the level of company capital listed in the Status of the Partnership, according to the contents of art and 4 in relation to art of the Commercial Companies Code. IV. Change of the Status of the Partnership 12. Because of the increase of company capital as a result of the issue of Series C Shares, the Status of the Partnership is changed in such a way, that the of the Status of the Partnership is changed, and obtains the following wording: The company capital equals no more than PLN (in words: three millions seven hundred and fourten thousands five hundred and five zlotys) and it is divided into: a) (in words: sixteen millions two hundred and fifty thousands nine hundred and sixty) registered Series A shares with nominal value of 0,10 PLN (in words: ten groszy) each, with numbers from to , b) (in words: sixteen millions two hundred and fifty thousands nine hundred and sixty) normal shares to bearer, Series B with a nominal value of 0,10 PLN (ten groszy) each, with numbers from to , c) no more than (in words: four millions six hundred and fourty three thousands one hundred and thirty) normal shares to bearer, Series C, with a nominal value of 0,10 PLN (ten groszy) each, with numbers from to V. Uniform text of the Status of the Partnership 13. On the basis of art of the Commercial Companies Code, the Supervisory Board is authorised to define a uniform text of the Status of the Partnership, including the change resulting from this Resolution, after the Board has submitted a statement on the level of obtained company capital of the Partnership. 14. The resolution becomes effective on the day of registering an entry in the business entity register of the National Court Register. Appendix number 1 to the Resolution 15/11/2009 Of the Ordinary General Assebmly dated Opinion of the Board of Rank Progress Spółka Akcyjna On the total exclusion of right of subscription of current shareholders in relation to Series C Shares and on the definition of issue price of new issue shares The Board of the Partnership, acting through the powers of art of the Commercial Company Code presents below its opinion on the issue of total exclusion of right of subscription of the Series C shares of the Partnership ("Shares") and on the issue of defining the issue price of these shares. By issuing new Series C shares, the Partnership intends to obtain assets necessary for the implementation of planned investments and for the develpoment of the Partnership within the scope of its business activity. Because of the limited options of funding by the current shareholders, the decision on exclusion of the right of subscription for Series C Shares for Page 237

238 these investors is justified and it serves the interests of the Partnership. The exclusion of right of subscription will enable to obtain new investors and an accumulation of capital in the Partnership as well as strengthening its position against the competition. Acquisition of new investors by the Partnership will allow to increase its reliability and to increase the dynamics of the development. The exclusion of right of subscription to Series C Shares does not exclude these shares to be obtained by current shareholders, thus one has to assume that the exclusion of the right of subscription does not work against the interests of current shareholders as it serves the interest of the Partnership. Becaus of the above, the Board of the Partnership recommends their shareholders voting for the total exclusion of right of subscription to Series C Shares, to which the current shareholders of the Partnership are entitled. The issue price of Series C shares will be determined on the basis of analysis of demand for new shares, performed by the Board of the Partnership and by a financial advisor. Once the offer of the partneship is presented to the potential investors, they will be able to submit declarations of interest in purchasing Series C shares, and on the basis of a large number of declarations, the Board of the Partnership will obtain information about the market evaluation of Series C shares, and on this basis it will define the market price. Additionally, on November 9 th, 2009, the Ordinary General Assembly of the Issuing Party made the Resolution N o 16/11/2009 regarding the approval of application for approval and introduction of Series B and C shares and rights to Series C Shares to circulation on the regulated market and on the dematerialisation of Series B and C shares and of rights to Series C shares, with the following content: Resolution N o 16/11/2009 of the Ordinary General Assembly of Rank Progress S.A. date on the expression of approval for application for approval and introduction to circulation in the conditions of public securities market on the Stock Exchange in Warsaw S.A. of Series B and C shares and on dematerialisation of Series B and C shares. Acting on the basis of art. 12 af the Act dated July 29 th, 2005 on public offer and on conditions of introduction of financial instruments to an organised circulation system and on public partnerships (Dz.U. N o 184 pos with changes) in relation to art. 5 p. 1 5 of the Act dated July 29 th, 2005, on the circulation of financial instruments (Dz.U. N o 183 pos with changes), the Extraordinary General Assembly of the Issuing Party decides as follows: 1. Approval for introduction 1. The Extraordinary General Assembly of the Partnership approves the application for approval and introduction of Series B and C shares and of rights to Series C shares for circulation on the Stock Exchange in Warsaw S.A. on the basis of regulations of the act dated July 29 th, 2005 on the circulation of financial instruments (Dz. U. N o 183, pos with changes). 2. The Ordinary General Assembly of the Partnership approves the implementation of dematerialisation of shares of the Partnership, series B and C, according to the regulations of the Act dated July 29 th, 2005 on the circulation of financial instruments. 3. In the case of Series B and C shares issue, the Ordinary General Assembly approves submission of this shares to a deposit managed by the National Deposit of Securities S. A. in Warsaw. 2. Board Authorisation 1. The Ordinary General Assembly of the Partnership authorises the Board of the Partnership to undertake all actual and legal actions, which will lead to approval and introduction of Series B and C Shares of the Partnership and rights to Series C Shares to circulation on the Stock Exchange in Warsaw S.A., according to the act dated July 29 th, 2005, on financial instruments circulation. 2. The Ordinary General Assembly of the Partnership authorises the Board of the Partnership to undertake all legal and organisational actions, leading to the dematerialisation of Series B and C shares, especially to signing contracts with the National Deposit of Securities S.A. in Warsaw on the registration of Series B and C shares and rights to Series C shares in the deposit. Page 238

239 3. In the case of release of Series B and C shares, the Extraordinary General Assembly of the Partnership authorises the Board of the Partnership to submit these shares in a deposit managed by the National Deposit of Securities S.A. in Warsaw. The Resolution becomes effective on the day it is made Predicted date of the new issue The Issuing Party plans to perform the issue of Series C shares in the 2 nd quarter of Limitations of freedom of securities transfers Limitations of freedom of securities transfers resulting from the CCC or from the Status of the Partnership The Commercial Companies Code and the Status of the Partnership do not predict any limitations regarding the transfers of any shares within the Partnership. The Partnership also does not know anything about any contracts signed on the basis of art of the Commercial Companies Code, which would create transfer limitations for any shares of the Partnership or for a part of shares of the Partnership. The Partnership also does not know anything about any contracts signed on the basis of art of the Commercial Companies Code, which would create any pre-emption rights or any other priviledged rights related to any shares of the Partnership Act on Circulation of Financial Instruments and Acts on Public Offer Circulation of shares of the Issuinf Party, as they are shares of a public partnership, is a subject to limitations defined in the Act on Public Offer and in the Act on Circulation of Financial Instruments. According to art. 19 af the Act on Circulation of Financial Instruments, if the act does not state otherwise: a. Securities covered by an approved issue prospectus can be a subject of circulation on a regulated market only after they have been approved for such circulation, b. Making a public offer or performing circulations of securities or other financial instruments on the regulated market have to be performed by an intermediate investment agent. According to art. 159 p. 1 of the Act on Circulation of Financial Instruments, members of the board, supervisory board, procurators or mandatees of the Issuing Party or Offering Party, their employees, expert auditors or other people remaining in the order relation or other legal relation of a similar character, cannot purchase or dispose on own account or on the account of a third party/person, issues of the issuing party, derivative rights to the shares of the issuing party and other financial instrumentrs related to them and to perform, on own account or on the behalf of a third party/person, other legal actions which would or could cause management of such financial instruments during the closed period, which is mentioned in art. 159 p. 2 of the Act on Circulation of Financial Instruments. People mentioned in the previous sentence, cannot, acting as an organ of a legal entity, undertake actions during this closed period, which are meant to lead to purchase or disposal by this person, on own account or on the account of a third party/person, shares of the issuing party, derivative rights related to the shares of the issuing party or other related financial instruments or to undertake actions, which would or could result in management of such financial instruments by this legal entity, on its own account or on the account of a third party/person (art. 159 p. 1a of the Act on Circulation of Financial Instruments). The closed period is: a. The period from the moment a person obtains secret information related to the issuing party or to the financial instruments, which meet the conditions specified in art. 156 p. 4 of the Act on Circulation of Financial Instruments, to the moment this information is revealed to the general public, b. In the case of a yearly report two months before the release of the report to the general public or the period between the end of the current year to the release of this report to the general public, if this period is shorter than the first one mentioned, unless the person did not have access to the financial data, which were used as the basis for the report, c. In the case of a half-year report a month before the report is revealed to the general public or the period from the end date of the given half of a year to the release of the report to the general public, if this period is shorter than the first one mentioned, unless the person did not have access to the financial data, which were used as the basis for the report, d. In the case of a quarterly report two weeks before the report is revealed to the general public or the period from the end date of the given quarter to the release of this report to the general public, if this period is shorter than the first one mentioned, unless the person did not have access to the financial data, which were used as the basis for the report. Regulations of p. 1 and 1a art. 159 p. 1 of the Act on Circulation of Financial Instruments are not applied to the actions performed: a. By an entity performing a brokerage activity, whom the person mentioned in art. 156 p. 1 sp. 1 ch. a of the Act on Circulation of Financial Instruments, ordered management of a financial instruments portfolio in a way, which excluded an intervetion of this person into investements decisions made on its account, or Page 239

240 Page 240 Rank Progress S.A. Issue Prospectus b. In execution of a contract obliging to a purchase or to a disposal of shares of the issuing party, derivative rights related to the shares of the issuing party or other financial instruments related to them, signed in a written form, with a confirmed date before the start of the given closed period, or c. As a result of submission by a person mentioned in art. 156 p. 1 sp. 1 ch. a of the Act on Circulation of Financial Instruments, an entry in response to a call for subscription for sale or exchange of shares, according to the regulations of the act on public offer, or d. In relation to a duty of announcement of a call for subscription for sale or exchange of shares, according to the regulations of the act on public offer, given by the person mentioned in art. 156 p. 1 sp. 1 ch. a of the Act on Circulation of Financial Instruments, or e. In relation to execution of a right to subscription by a current shareholder of the issuing party, or f. In relation to an offer aimed at employees or people being memebers of the statutory organs of the issuing party under the condition that the information about such an offer was publicly available before the start of the given closed period. According to art. 160 p. 1 of the Act on Circulation of Financial Instruments, people who are members of managerial or supervisory organs of the issuing party, or who are procurators, other people being a part of the managerial staff within the structure of the issuing party, who have constant access to secret informations directly or indirectly related to this issuing party and competences in the field of making decisions, which influence its development and the perspectives of its business activity, are obliged to inform the Financial Supervision Committee about transactions of purchase or sale of shares of the issuing party, derivative rights related to the shares of the issuing party and other financial instruments related to these securitioes, approved for circulation on a regulated marked or being a subject of the procedure of approval for circulation on such a market, made by these people and their relatives, which are mentioned in art. 160 p. 2 of the Act on Circulation of Financial Instruments, on thwir own account. According to art. 69 of the Act on Public offer, everyone: Who obtained or exceeded 5%, 10%, 15%, 20%, 25%, 33%, 33 1/3 %, 50%, 75% or 90% of the total number of votes in a public partnership, Who had at least 5%, 10%, 15%, 20%, 25%, 33%, 33 1/3 %, 50%, 75% or 90% of the total number of votes in this partnership and who as a result of lowering its share pool obtained, respectively 5%, 10%, 15%, 20%, 25%, 33%, 33 1/3 %, 50%, 75% or 90% or less, of the total number of votes, Who is a subject of a change of currently owned share of more than 10% of the total number of votes, by at least 2% of the total number of votes in a public partnership, the shares of which are approved for circulation on the market of official stock exchange quotations, by at least 5% the total number of votes in a public partnership, the shares of which are approved for circulation on another regulated market, or Who is a subject of change of currently owned shares of more than 33% of the total number of votes, by at least 1% of the total number of votes, Is obliged to inform the Financial Supervision Committee and the partnership about the fact within 4 working days from the day he/she got to know about the change of share in the total number of votes, or about which he/she could get to know while keeping a proper meticulity, and in a case of a change resulting from a purchase of shares of a public partnership in a transaction made on a regulated market not later than within 6 session days from the transaction date (session days are defined by the company managing the regulated market, according to the regulations of the Act on Circulation and which are announced by the Financial Supervision Committee as a publication on its website). According to art. 69a p. 1 of the Act on Public Offer, the duty of notification is also related to an entity, which reached or exceeded a specific threshold of the total number of votes, in relation to: (i) occurence of a legal event other than a legal action, (ii) purchases or disposals of financial instruments, which result in unconditional right or duty of purchase of already issued shares of a public partnership, (iii) direct purchase of shares of the public partnership. The duty of notification also arises in a case, when the voting rights are related to the securities, which form the subject of the protection. However, this is not the case, when the entity, for which the protection has been created, has the right to execute the voting right and declares the intention of execution of this right in this case, the voting rights are treated as owned by the entity, for which the protection was created (art. 69a p. 3 of the Act on Public Offer). The notification should contain information about: (i) the date and type of the event which causes the change of share, related to by the notification, (ii) the number of shares owned before the share change and their percentage in the company capital of the partnership, as well as about the number of votes from these shares and their percentage in the total number of votes, (iii) the number of currently owned shares and their percentage in the company capital, as well as on the number of votes from these shares and their percentage in the total number of votes, (iv) entities dependent on the shareholder making the notification, and also (v) about third persons, with whom the said entity signed a contract on transfer of the right of execution of voting right (art. 69 p. 4 of the Act on Public Offer). If the entity obliged to make the nofitication owns shares of different types, then the notification should include informations mentioned in p. (ii) and (iii), separately for each share type (art. 69 p. 4a of the Act on Public Offer). If the notification is submitted in relation to reaching or exceeding 10% of the total number of votes, it should additionally include information on intention of further increase of participation in the total numer of votes within 12 months from the date of notification submission and of the goal of this increase. If these intentions change, the Financial Supervision

241 Committee and the partnership have to be informed about the change immediately, but not later than within 3 working days from this change. A notification made by an entity, which reached or exceeded a specific threshold of the number of votes as a result of purchase or disposal of financial instruments, from which an unconditional right or duty of purchase already issued shares results, should contain additional information about: (i) the number of votes and their percentage owned by the owner of the financial instrument as a result of shares purchase, (ii) day or date, when the purchase of shares is taking place, (iii) expiration date of the financial instrument. The notification can be created in English (art. 69 p. 4b of the Act on Public Offer). The duty of notification does not exist in a case, when after a settlement of several transactions made on a regulated market on the same day, in the securities deposit, the total change of participation in the total number of votes in the public partnership at the end of the settlement day does not cause the number of vote to reach, or to exceed, the threshold of the total number of votes, which causes these duties to arise. According to art. 72 of the Act on Public Offer, a purchase of shares of a public partnership in a number causing the participation in the total number of votes to increase by more than 10% of the total number of votes in a period shorter than 60 days by an entity, which has the particpation in the total number of votes lower than 33%, or by more than 5% of the total number if votes in a period shorter than 12 months, by an entitiy, which has the participation in the total number of votes in this partnership of at least 33%, can take place only by an announcement of a call for subscription for sale or exchange of these shares, in the number not less, than, respectively, 10% or 5% of the total number of votes, According to art. 73 and 74 of the Act on Public Offer, exceeding: 33% of the total number of votes in a public partnership can take place only as a result of announcing a call for subscription for sale or exchange of shares of this partnership, guaranteeing to reach 66% of the total number of votes, with an exception, when exceeding 33% of the total number of votes will take place as a result of announcing a call, which is metioned below (art. 73 p. 1 of the Act on Public Offer), 66% of the total number of votes in a public partnership can take place only as a result of announcing a call for subscription for a sale or exchange of all remaining shares of this company (art. 74 p. 1 Act on the Public Offer), where in the case, when these thresholds have been exceeded as a result of an indirect purchase of shares, obtaining new issue shares, purchase of shares as a result of public offer or if they are brought to the partnership as a non-monetary contribution, a fusion or a division of a partnership, a change in the Status of the Partnership, expiration of priviledges of the shares or as a result of a legal event other than a legal action, the shareholder or the entity which has indirectly purchased the shares is obliged, within 3 months from exceeding the appropriate threshold, or until the announcement of a call for subscription for sale or exchange of shares of this partnership in a number causing 66% of the total number of votes to be reached (related to exceeding the threshold of 33%) or all other shares of the partnership (related to exceeding the threshold of 66%), or until the disposal of shares in a number causing no more than 33% of the total number of votes to be reached (related to exceeding the threshold of 33%), unless in this period the participation of the shareholder or of the entitiy, which indirectly purchased the shares, in the total number of votes drops down to, respectively, no more than 33% or 66% of the total number of votes as a result of the company capital increase, change in the status of the partnership or of expiration of priviledged of its shares (art. 73 p. 2 and art. 74 p. 2 of the Act on Public Offer). The duty specified in art. 73 p. 2 of the Act on Public Offer and art. 74 p. 2 of the Act on Public Offer, is also applied to the case, when the threshold of, respectively, 33% or 66% of the total number of votes in a public partnership has been exceeded as a result of inheritance, which caused the participation in the total number of votes to be further increased, within the three months period starting on the day of the event causing the increase in the total number of votes (art. 73 p. 3 and art. 74 p. 5 of the Act on Public Offer). Duties, which are mentioned in art. 72 of the Act on Public Offer, do not arise as a result of purchases of shares on the original market, as a part of their introduction to the partnership as a non-monetary contribution or in a case of partnership fusion or division (art. 75 p. 1 of the Act on Public Offer). According to art. 75 p. 2 of the Act on Public Offer, duties indicated in art. 72 and 73 of the Act on Public Offer do not arise in the case of purchasing shares from the Treasury of the State as a result of the first public offer and within 3 years from the final date of sale of shares from the first public offer by the Treasury of the State. According to art. 75 p. 3 of the Act on Public Offer, duties mentioned in art of the Act on Public Offer do not arise in the case of shares purchase: a. of a partnership, whose shares are introduced only to an alternative circulation system, or which are not a subject of an organised market, b. from an entity being a part of the same capital group, (in this case, the art. 5 of the Act on Public Offer is not applied), c. in the mode specified by the regulations of bankruptcy and reparation law and during an execution proceeding, d. according to a contract on a creation of a financial protection, signed by authorised entities under conditions specified in the act dated April 2 nd, 2004, on some financial protections (Dz. U. N o 91, pos. 871), e. dutied with a mortgage in order to satisfy the pledger entitled, on the basis of other acts, to using a satisfaction mode, namely, overtaking the subject of the mortgage, Page 241

242 Page 242 Rank Progress S.A. Issue Prospectus f. as a result of inheritance, with the exception of situations mentioned in art. 73 p. 3 and art. 74 p. 5 of the Act on Public Offer. According to art. 75 p. 4 of the Act on Public Offer, the subject of circulation cannot be dutied with a mortgage until the subject expires, with the exception of a case, when purchase of these shares is a result of an execution of a contract on creation of a financial protection, as understood by the act dated April 2 nd, 2004 on some financial protections (Dz. U. N o 91, pos. 871 and Dz.U. dated 2005 N o 83, pos. 719 and N o 183, pos. 1538). According to art. 76 of the Act on Public Offer, as an exchange of shares being a subject of a call for subscription for exchange of shares, only the following instruments can be purchased: (i) dematerialised shares of other partnership, deposit papers and mortgage bonds and (ii) bonds issued by the Treasure of the State. In the case of a call mentioned in art. 74 of the Act on Public Offer, only dematerialised shares of another partnership or other dematerialised disposable securities granting the right of vote in the partnership can be purchased in exchange for shares being a subject of the call for subscription for shares exchange (art. 76 p. 1a of the Act on Public Offer). In a case when all remaining shares of the partnership are a subject to the call, the call must provide an option of shares sale through an entity responding to this call, at the price defined according to art. 79 p. 1-3 of the Act on Public Offer. According to art. 77 p. 1 of the Act on Public Offer, the announcement of the call takes place after a protection with a value not less than 100% of the value of shares subjected to the call is created, and the creation of protection should be evidenced with a statement from the bank or from other financial institution granting the protection or mediating in its granting. The call is announced and implemented through a brokerage entity acting on the territory of Republic pd Poland, which is obliged to simultaneously inform, not later than 14 working days before the day the subscriptions are started, the Financial Supervision Committee and a company managing the regulated market, on which the shares are quoted, about the intention of announcement and appending the contents of the call (art. 77 p. 2 of the Act on Public Offer). Resignment from this call is unacceptable, unless another entity announced a call for the same shares after its announcement, and a resignment from a call announced for all remaining shares of that partnership is acceptable only then, when another entity announced a call for all remaining shares of that partnership at a price, which is not lower than in this call (art. 77 p. 3 of the Act on Public Offer). After the announcement has been made, the entity obliged to announce the call, and the board of the partnership the call is related to, reveals an information about this call, together with the call s content, respectively, to the representatives of company organisations associating employees of the partnership, and if no such associations exist directly to the employees (art. 77 p. 5 of the Act on Public Offer). After the receipt of the announcement, the Financial Supervision Committee can make a request of making necessary changes or additions in the contents of the call or of making explanations regarding this content, no later than 3 working days before the subscriptions are started, within the period specified in the request, but of at least 2 days (art. 78 p. 1 of the Act on Public Offer). The request of the Financial Supervision Committee delivered to the entity running a brokerage activity, mentioned in art. 77 p. 2 of the Act on Public Offer is treated as delivered to the entity obliged to announce the call. In the period between the notification of the Financial Supervision Committee and of the company managing the regulated market, on which the given shares are quoted, about the intention of announcing a call, and the end of the call, the entity obliged to announce the call and its dependent entities, as well as entities which are parties of agreement made with it, related to purchases of shares of the public partnership or to a joint voting during the general assembly of shareholders, related to important matters of the partnership, can can purchase shares of the partnership, which the call is related to, only within this call and in a way specified there, cannot dispose of such shares or sign contracts, which could result for them in a duty of disposal of this shares, during the call, as well as they cannot indirectly purchase shares of the public offer, which the call is related to (art. 77 p. 4 of the Act on Public Offer). The price of shares proposed in the call mentioned in art of the Act on Public Offer should be defined according to the rules specfied in art. 79 of the Act of Public Offer: According to art. 87 of the Act on Public Offer, duties mentioned in p. 4)-10) above, also include: a. an entity, which obtained or exceeded a threshold of a total number of votes, defined in the act, due to purchases or disposals of deposit notes issued in relation to shares of the public partnership, b. investment fund also in a case, when reaching or exceeding of the given threshold of the total number of votes defined in these regulations is a result of combined shares ownership by: other investment funds managed by the same investment fund group, other investment funds created outside the territory of the Republic of Poland, managed by the same entity, c. an entity, in the case of which, reaching or exceeding of the given threshold of a total number of votes defined in these regulations is a result of shares ownership by: a third person in his/her own name, but per order or on the behalf, of this entity, excluding shares purchased during execution of actions mentioned in art. 69 p. 2 sp. 2 of the Act on Circulation on Financial Instruments, within execution of actions related to management of portfolios, which include one or more financial instruments, according to the regulations of the Act on Circulation and of the Act on Investment Funds, related to shares being a part of managed securities portfolios, from which this subject, as a managing party, can execute the voting right during the general assembly and, by a third person, with which the subject has signed a contract, where the subject of the contract is a transfer of the right of execution of the voting right,

243 d. representative, who is authorised to execute the voting right from shares of a public partnership within the representation of the shareholder at the general assembly, if this shareholder has not given binding written instructions related to the voting, e. all combined entities, which are bound by a written or verbal agreement related to purchases of shares of a public partnership by these entities are to a joint voting during a general assembly, or implementing a permanent policy regarding the company, even if only one of these entities performed, or intended to perform, actions causing these duties to arise, and f. entities, which make an agreement mentioned in p. (e), owning shares of a public partnership in numbers which guarantees to reach or to exceed the given threshold of the total number of votes, specified in these regulations. In the cases indicated in p. (e) and (f), the duties can be performed by one of the parties of the agreement, designed by the parties of the agreement. The existence of the agreement mentioned in p. (e), is assumed in cases of taking actions defined in this regulation by: spouses, their descendants, ascendants, brothers and sisters and siblings in the same line or degree, as well as people in the relation of adoption, protection and guardianship, people of the same household, principal or its representative, which is not an investment company, authorised to perform actions of purchases and sales of securities within the account, and bound units, as understood in the act on accounting. Additionally, the duties indicated above also arise in the case, when voting rights are bound to securities deposited or registered in the entity, which can dispose of them at its wish. The number of votes which causes the duties listed above to arise, include: on the side of the dominating unit the number of votes owned by its dependent entities, on the side of the representative, who is authorised to execute the voting right according to point (d) above the number of shares included in the authorisation, and, the number of votes from all shares, even if execution of voting rights from them is limited or excluded by virtue of the Status, a contract or a legal regulation. According to art. 90 of the Act on Public Offer, regulations of chapter 4 of the Act on Public Offer related to significant packages of shares of public partnerships: a. are not applied in a case of purchasing shares by an investment company in order to implement tasks defined by the rules, which are mentioned, respectively, in art. 28 p. 1 and art. 37 p. 1 of the Act on Circulation, tasks related to an organisation of a regulated market, however, the regulation of art. 69 is not applied to a case of purchases or disposals of shares by an investment company by virtue of implementation of the aforementioned tasks, which together with the currently owned shares (designed for this goal) entitle to execution of less than 10% of the total numer of votes in a public partnership, unless: (i) voting rights resulting from these shares are not executed and (ii) the investment company, withing 4 working days from the date of the offer on implementation of tasks related to the organisation of a regulated market signed with the issuing party, notified an organ of its country of origin (a understood in art. 55a of the Act on Public Offer), proper for the issuing party, about the intention of implementation of tasks related to the organisation of a regulated market, and (iii) the investment company provides an identification shares owned for the implementation of tasks related to the organisation of a regulated market (art. 90 p. 1 of the Act on Public Offer), b. are not applied, with the exception of art. 69 and art. 70 of the Act on Public Offer and art. 89 in the scope related to art. 69 of the Act on Public Offer in the case of purchasing shares in a short sale, which is mentioned in art. 3 p.47 of the Act on Circulation (art. 90 p. 1b of the Act on Public Offer), c. are not applied in cases of purchasing shares within the security system of viability of settled transactions, according to the rules specified by: (i) the National Deposit in rules mentioned in art. 50 of the Act on Circulation, (ii) the partnership, to which the National Deposit has transferred execution of actions within the scope of tasks mentioned in art. 48 p. 2 of the Act on Circulation, in the rules mentioned in art. 48 p. 15 of the Act on Circulation, or (iii) a partnership managing a settlement chamber in rules mentioned in art. 68b p. 2 of the Act on Circulation (art. 90 p. 1c of the Act on Public Offer), d. are not applied to the dominating entity of an investment funds group and to the dominating entity of an investment company, executing actions mentioned in p. 11 (c) second hyphen above, under the condition, that: (i) the managing partnership of the investment company execute voting rights vestited them by virtue of managed portfolios, independently from the dominating entity, (ii) the dominating entity does not directly or indirectly give any instructions on the way o voting during the general assembly of the public partnership, (iii) the dominating entity submits a declaration on fulfilling the aforementioned conditions, to the Financial Supervision Committee, together with the list of dependent associations of investment funds, managing partnerships and investment companies managing the portfolios with indication of proper supervision organs for these entities, with the conditions defined in p. (i) i (ii) are taken as fulfilled, if: the organisational structure of the dominating entity and of the investment funds group or of the investment company guarantees independence of execution of voting rights from the shares of the public partnership, people deciding on the method of execution of voting rights by the investment funds group or by the investment company, are acting independently, Page 243

244 the dominating entity has signed a contract on management of financial instruments portfolio with an investment funds group with the investment funds group or with the investment company independence is retained in relations between this entity and the investment funds group or the investment company (art. 90 p. 1d and 1e of the Act on Public Offer), e. are not applied, with the exception of art. 69 and art. 70 and art. 87 p. 1 sp. 6 and art. 89 p. 1 sp. 1 of the Act on Public Offer in the scope related to art. 69 of the Act on Public Offer, also in the cases of agreements on purchases of shares of a public partnership or on joint voting during the general assembly of shareholders, related to significant matters of the partnership, made for protection of right of the minor shareholders, in order to execute together their rights defined in art. 84 and 85 of the Act on Public Offer and in art , art , art. 422, art. 425, art CCC (art. 90 p. 2 of the Act on Public Offer), f. are not applied, with the exception of art. 69 and art. 70 and art. 89 in the scope related to art. 69 of the Act on Public Offer in a case, when a mandate for execution of voting rights from the shares of a public partnership is granted within the representation of a shareholder at the general assembly, if this shareholder did not give binding instructions regarding the voting, including only a single general assembly. The notification submitted in relation to granting or receiving such a mandate should include an information regarding changes in the scope of voting rights after the mandatee loses the ability to execute the voting right (art. 90 p. 3 of the Act on Public Offer). According to art. 90a of the Act on Offer, the regultion of art. 74 of the Act on Public Offer is not applied in a case of a public partnership located in a member state other than the Republic of Poland, the shares of which: (i) are approved for circulation on the regulated market only on the territory of the Republic of Poland, (ii) have been approved for circulation on a regulated market on the territory of the Republic of Poland for the first time and are approved for circulation on a regulated market in another member state which is not a country of origin of this partnership, or (iii) have been simultaneously approved for circulation on a regulated market on the territory of the Republic of Poland and in other member state, which is not the country of origin of this parternship if the partnership has indicated the Financial Supervision Committee as a supervision organ in the field of purchases of significant packages of its shares. In that case, the subject which is purchasing shares, is obliged to announce a call for subscription for sale or exchange of all remaining shares of the partnership, according to legal reguations of the member state, in which the office of the public partnership is located, where the call performed on the territory of the Republic of Poland is subjected to the regulations on calls (art. 72 to art. 81 of the Act on the Public Offer and proper executive regulations issued on the basis of art. 81 of the Act on the Public Offed) in the field of subject of benefit offered in the call, price of shares offered in the call and the procedure of implementation of the call, especially related to the contents of the call and the mode of its announcement. The Act on Circulation of Financial Instruments regulates the responsibility by virtue of not fulfilling duties, which are mentioned in p. 2) and 3), in the following way: a. The Financial Supervision Committee can place a penalty of up to PLN as an administrative decision (art. 174 p.1 of the Act on Circulation of Financial Instruments) on a person mentioned in art. 156 p. 1 sp. 1 ch. a of the Act on Circulation of Financial Instruments (members of the board, supervisory board, procurators and mandatees of the issuing party, its employees, expert auditors and other persons remaining in an order relation with the issuing party or in other legal relation of similar character), which performs actions during the closed period, which are mentioned in art. 159 p. 1 or 1a of the Act (purchase or disposal of shares of the issuing party, derivative rights related to the shares of the issuing party of other financial instruments related to them, on own account or on account of a third person, and peforming, on own account or on account of a third person, other legal actions which could or would cause disposal of such financial instruments), b. The Financial Supervision Committee can place a penalty of up to PLN as an administrative decision on a person (members of the board of the issuing party, procurators and managerial staff members in the structure of the issuing party, which have a constant access to secret information, as understood by the Act, directly or indirectly related to this issuing party and who are competent within the field of making decisions influecning the development and perspectives of the business activity of this issuing party), which has not fulfilled, or fulfilled inadequately, the duty specified in art. 160 p. 1 of the Act on Circulation of Financial Instruments (the duty of informing the Committee and the issuing party about transactions of purchases and sales of shares of the issuing party and other financial instruments related to these securities, approved for circulation on the regulated market or which are a subject of approval for circulation on such market, by these persons and their close relatives), unless this person has ordered an authorised entity performing a brokerage activity, to manage its securities portfolio in a way, which excludes interventions of this person on decisions made on his/her account, or when he/she could not get to know about the execution of the transactions, if the proper care was taken (art. 175 p. 1 of the Act on Circulation of Financial Instruments). The Act on Public Offer regulates the responsibility by virtue of not fulfillng the duties mentioned in the p. 4)-10) above, as follows: a. According to art. 88a of the Act on Public Offer, the entity obliged to execute duties defined in art. 73 p. 2 and 3 or art. 74 p. 2 and 5 of the Act on the Public Offer, cannot directly or indirectly obtain shares of the public Page 244

245 partnership, in which it exceeded the threshold of the total number of votes specified in these regulations before the date the duty is executed, b. According to art. 89 of the Act on Public Offer the voting right from: Shares of a public partnership, which are a subject of a legal action or another legal event, which causes the given level of the total number of votes to be reached or exceeded, if this evel was reached or exceeded with violation of duties specified in, respectively art. 69, art. 72 ust. 1 or art. 73 ust. 1 of the Act on Public Offer, All shares of the public partnership, if the level of the total number of votes was exceeded with violation of duties specified in art. 73 p. 1 or art. 74 p. 1 of the Act on Public Offer, and Shares of the public partnership purchased in a call, at a price set with violation of art. 79 of the Act on Public Offer, Cannot be executed, and if it was executed against the ban is it not included in calculation of the result of voting on a resolution of the general assembly, with restrictions of regulations of other acts, c. According to art. 89 p. 2 of the Act on Public Offer, the entity which exceeded the level of the total number of votes in a case, which is mentioned in, respectively, art. 73 p. 2 or 3 or art. 74 p. 2 or 5 of the Act on Public Offer, cannot execute its voting rights from all shares of the public partnership, unless it timely fulfills all duties defined in these regulations. The voting right executed against the ban is not included in calculations of the result of voting on a resolution of the general assembly, with restrictions of regulations of other acts, d. In a case of purchase or obtaining shares of a public parntership with violation of the ban mentioned in art. 77 p. 4 sp. 3 or art. 88a, or against the art. 77 p. 4 sp 1, the entity which purchased or obtained the shares, and its dependent entities cannot execute its voting rights from these shares. The voting right executed against the ban is not included in calculations of the result of voting on a resolution of the general assembly, with restrictions of regulations of other acts, e. According to art. 97 of the Act on Public Offer, everyone who: Purchases or disposes of securities with violation of ban mentioned in art. 67 of the Act on Public Offer, Does not make a timely notification mentioned in art. 69 of the Act on Public Offer, or makes such a notification with violation of conditions specified in these regulations, Exceeds the specified threshold of the total number of votes without fulfilling the conditions mentioned in art of the Act on Public Offer, Does not fulfill conditions mentioned in art. 76 or 77 of the Act on Public Offer, Does not announce or does not make a timely call, or does not perform a timely duty of disposal of shares in cases described in art. 73 p. 2 or 3 of the Act on Public Offer, Does not announce a call or does not perform a timely call in cases mentioned in art. 74 p. 2 or 5, Does not announce a call or does not perform a timely call in a case mentioned in art. 90a p. 1, Against the request mentioned in art. 78 of the Act on Public Offer, in the period specified there, does not introduce necessary changes or supplements in the contents of the call or does not submit explanations regarding its contents, Does not make a timely payment of the difference in prices of shares, in cases defined in art. 74 p. 3 of the Act on Public Offer, In the call, which is mentioned in art of the Act on Public Offer, proposes a price lower than those defined on the basis of art. 79 of the Act on Public Offer, Directly or indirectly obtains or purchases shares with violation of art. 77 p. 4 sp. 1 or 3 or art. 88a, Purchases own shares with violation of mode, deadlines and conditions mentioned in art of the Act on Public Offer and 79 of tha Act on Public Offer, Performs a forced purchase against the rules mentioned in art. 82 of the Act on Public Offer, Does not fulfill the request mentioned in art. 83 of the Act on Public Offer, Does not make documents available or does not give explanations to the auditor for special cases, against the duty specified in art. 86 p. 1 of the Act, Does not fulfill the duty mentioned in art. 90a p. 3, Performs actions mentioned above, acting in the name or on the behalf on a legal entity or an organisational unit, which does not have a legal identity, The Financial Supervision Committee can place a penalty of up to zlotys as a decision, and it can be placed separately for each of the actions defined above and on each of the entities forming the agreement related to purchases of shares of a public partnership by these entities, or to a joint voting during the general assembly of shareholders, related to important matters of the partnership. The Financial Supervision Committee can set in the aforementioned decision the deadline for the repeated duty execution and for execution of the actions required by regulations, which formed the basis of the monetary penalty, and if th deadline is exceeded, it can repeat its decision regarding the penalty Duty of submission of intentions of concentration, resulting from the Act on Protection of Competition and Customers Page 245

246 The Act on Protection of Competition and Customers forces on the business entities the duty of notification of the intended concentrations to the Chairman of the Office of Protection of Competition and Customers. The Act on Protection of Competition and Customers enforces the duty of notification of the intended concentrations to the Chairman of the Office of Protection of Competition and Customers on the business entities, if the global turnover of business activities participating in the concentration exceeds, in the tax year preceeding the submission year, the equivalent of EUR or the global turnover on the territory of the Republic of Poland of the business entities participating in the concentration exceed, in the tax year preceeding the submission year, exceeds the equivalent of EUR. In studies of the value of turnover, the turnover of business entities directly pariticpating in the concentration, as well as of other business entities belonging to capital groups of particular business entities participating inthe concentration (art. 16 of the Act on Protection of Competition and Customers). The notification duty is related, e.g. to takeover intentions e.g. by purchases or obtaining shares direct or indircet control over the entirety, or a part, of one or more business entities, by one or more business entities. Accordint to art. 15 of the Act on Protection of Competition and Customers, execution of a concentration by a dependent entity is treated as its execution by the dominating business entity. The intention of concetration is not subjected to submission: 1. If the turnover of the business entity: Which is about to be taken over, The shares or participations of which will be obtained or purchased, Did not exceed on the territory of the Republic of Poland the equivalent of EUR in any of two tax years preceeding the submission. 2. Which is a temporal purchase of obtaining shares by a financial institution in order to sell them bank, if the subject of business activity of this institution is investment in shares of other business entities on its own account or on other account, if the latter sale takes places within one year from the purchase date and if: The institution does not execute rights from these shares, with the exception of the right to dividend, or Executes these rights only to prepare the return sale of the entirety or of a part of the company, its assets, or these shares. 3. Which is a temporal purchase of shares by the business entity as a protection of active debts, under the conditions that it will not execute rights from these shares, excluding the right to sell them. 4. Being a result of a bankruptcy proceeding, excluding the cases, if the entity intending to take control is a competition, or belongs to a capital group, which also contains competition of the business entity being overtaken. 5. Business entities belonging to the same capital group. The intention of concentration is submitted by the business entity who takes the control, the business entity purchasing or obtaining shares or, respectively, a financial institution or a business entity, which purchased the shares as a protection of active debts. The anti-monopol proceeding regarding concentrations should be finished within 2 months from the date it is started. Until a decision in given by the Chairman of the Office of Protection of Competition and Customers, or before the deadline that such a decision should be made within, the business entities which are subjects to the duty of submission the concentration intenions, are obliged to hold the concentration. The Chairman of the Office of Protection of Competition and Customers gives (as a decision) a permission for the concentraction or forbids the concentration. By permitting the concentraiton, the Chairman of the Office of Protection of Competition and Customers may oblige the business entity(-ies) planning the concentration, to meet some conditions. Decisions of the Chairman of the Office of Protection of Competition and Customers expire if the concentration is not performed with 2 years from the approval of the concentration. The Chairman of the Office of Protection of Competition and Customers can decide to punish the business entity with a penalty not higher than 10% of income obtained in the tax year preceeding the year of the penalty, if this business entity executed the concentration without his/her approval, even unintentionally. The Chairman of the Office of Protection of Competition and Customers can also decide to punish the business entity with a monetary penalty of up to the equivalent of EUR, e.g., if it listed false data, even unintentionally, in the application mentioned in art. 22 of the Act on Protection of Competition and Customers or in the submission of the intention of concentration. The Chairman of the Office of Protection of Competition and Customers can also decide to punish the business entity with a monetary penalty of an equivalent of EUR for each day of the delay in execution of e.g. court decisions on concetration-related matters. Page 246

247 The Chairman of the Office of Protection of Competition and Customers can decide to punish a person from a management staff or a member of the board of the issuing party of the business entity or an association of business entities with a monetary penalty up to fifty times his/her monthly salary, especially in a case when he/she intentionally or unintentionally did not submit the intention of concentration. If the concentration intention is not submitted and if the decision forbidding the concentration is not executed, the Chairman of the Office of Protection of Competition and Customers can decide (with the conditions specified in the decision) in particular, to order a disposal of shares which guarantee control over the business entity or entities, or dissolution of the company, which is jointly controlled by the business entities. Such decision cannot be issued later than 5 years after the concentration. If this decision is not executed, the Chairman of the Office of Protection of Competition and Customers can decide to divide the business entity. Such division is a subject to respective legal regulations of art CCC. The Chairman of the Office of Protection of Competition and Customers is granted with competences of organs of the partnerships participating in the division. The Chairman of the Office of Protection of Competition and Customers can also apply to the court for a cancellation of the contract or for taking other legal steps in order to reinstate the previous state. When deciding on the values of monetary penalties, the Chairman of Office of Protection of Competition and Customers takes into account, in particular, the period, degree and circumstances or the past violation of the regulations of the act Regulation of the Council EC N o 139/2004 on the control of concentration of companies 1) Requirements regarding the control of concentration as also a result of the Regulation of the Council on Concentration. The aforementioned Regulation regulates the so called union concenrations, i.e. those, which exceed specified threshold of turnover of goods and services. Transactions, which are a subject of submission to the European Committee are exempted (with some exceptions) from the duty of submission a concentration intention to the Chairman of OPCaC. The Regulation covers only such concentrations, which result in a permanent change in the structure of control over a business activity, resulting from: a fusion of two or more independent business entities, overtake of direct or indirect control over the business entity or its part (e.g. by purchasing or obtainig shares or other securities) by one or more business entities or by one or more people controlling at least one business entity or through a formation of a common business entity, which permanently executes all functions of an autonomic business entity. As understood in the Regulation, taking control equals to all forms of direct or indirect acquisition of rights, which together or separately, including all legal or actual circumstances, enable to have a decisive influence on a given business entity. 2) Union concetrations are subjects to submission to the European Committee before their finalisation and after: a. Signing a proper contract, b. Announcing a public overtake offer, or c. Purchase of the control package of shares. 3) Submisssion of a concentration to the European Committee can also take place in a case when business entities have the initail intention of making a union concetration. Concentration of business entities is a union one, when: a. Total global turnover of all business entities participating in the overtake equals for the last tax year more than 5 bn EUR, and b. Total turnover, assigned to the European Union, of each of at least two business entities participating in the concentration, equals at least 250 mln EUR, Unless each of the business entities participating in the concentration obtained in the last current year more than two thirds of its turnover for the EU in one and the same member state. 4) The concentration of business entities also is a union one, when: a. Total global turnover of all business entities participating in the concentration exceeds mln EUR, b. In each of at least three member states, the total turnover of all business entities participating in the concentration exceeds 100 mln EUR, c. In each of at least three EU member states qualified in the above point, total turnover of all business entities participating in the concentration exceeds 100 mln EUR, with the total turnover of at least two business entities participating in the concentration exceeded 25 mln EUR and d. Total EU turnover of each of at least two business entities participating in the concetration exceeded 100 mln EUR in the last tax year, Unless each of the business entities participating in the concentration obtained in the last tax year more than two thirds of its turnover for the EU in one and the same member state. 5) The control is taken over by people or business entities, which: a. Are holders of rights or entitled to them on the basis of proper contracts, or b. Are not holders of such rights and are not entitled to them on the basis of proper contracts, have the rights of execution of the rights from these contracts. 6) According to art. 3 p. 5 of the Regulation, concentration does not take place, if: Page 247

248 a. Loan institutions or other financial institutions or insurace companies, which include transactions and circulation of securities on own account or on other account included in their business profile, temporarily own securities obtained in the business entity for its return sale, under the condition that: They do not execute voting rights related to these securities in order to define competition actions of the company, or under the condition, that They execute these rights only in order to dispose of the entirety of the business entity or its part, or its assets, or to dispose of these securities and under the condition, that such disposal is executed within one year from the purchase date (this period can be extended in exceptional cases), b. The control is taken over by a person authorised by public organs, according to the law of the member state related to liquidation, bankruptcy, lack of viability, debt redemption, agreement proceedings or similar proceedings, c. The aforementioned actions are executed by financial holdings (defined in separate regulations of the union s law), under the condition that the voting rights related to the holding are executed, especially those related to issues of mandating members of supervisory or managerial organs of the companies, the shares of which they hold, only in order to maintain the full value of these investments, and not to define, directly or indirectly, the competition-related actions of these companies. 7) According to art. 7 p. 1 of the Regulation, the business entities are obliged to hold the concentration until the European Committee approves such a concentration, or until the date such a decision should be given on. A creation of a joint venture, permanently acting as an independent business entity, is a concentration which is a subject of submission. Until the date of finish by giving out a decision of the study of submitted concentration by the European Committee, the submitted transaction cannot be closed. However, this regulation in not violated, e.g. by execution of a public offer of sale or exchange of shares submitted to the European Committee, if the buyer does not use its voting rights resulting from the purchased shares, or uses it only in order to maintain the full value of its investment on the basis of exemption granted by the European Committee. 8) According to art. 14 p. 2 of the Regulation, the European Commitee can place a monetary penalty on a business entity, of up to 10% of the total income of the business party in the previous tax year, if this business entity executed a concentration without permission of the European Committee or against the decision of the European Committee. Additionally, according to art. 8 p. 4 of the Regulation, in some cases, and especially in a case of execution of a forbidden concetration, the European Committee can order to reverse the effects of concentration, i.e. by division of the business entity or by disposal of the entirety, or a part, of assets, participations or shares. 9) If a concentration is executed without a permission of the European Committee, it can: a. In order to replace the state from before the concentration order the business entities to dissolve the concentration, in particular, by: A division of the combined company, or Disposal of all shares or accumulated assets. b. In a case, when it is impossible to restore the state from before the concentration by division of the combined company, the European Committee can undertake all means necessary to restore this state up to the best possible degree. c. Ordering taking of all other appropriate steps in order to assure that the business entities will execute the dissolution of concentration or take other means in order to restore the previous state according to the decision of the Europan Committee. Additionally, execution of the concentration without permission or against the decision of the European Committee can result in placing of a monetary penalty by the European Committee on the business entity, up to 10% of the total turnover of the business entity in the previous tax year Effective regulations related to mandatory offers of overtake or mandatory purchases and buys related to securities The Act on Public Offer introduces an institution of mandatory purchase and mandatory buy. According to art. 82 of the Act on Public Offer, a shareholder of a public partnership, who independently or together with its dependent entities or its dominating entities and entities which are parties in an agreement signed with it, related to purchases of public partnership shares by these entities or to a joint voting at the general assembly of shareholders, related to significant matters for the partnership, who reached or exceeded 90% of the total number of votes in this partnership, is entitled, within three months from reaching or exceeding this threshold, to demand all other shareholders to sell all shares owned by them (mandatory purchase). Purchase of shares as a result of the mandatory purchase is executed without the acceptance of the shareholders, to which the purchase demand is related. The announcement or the request of shares sale within a mandatory purchase takes place after a protection is created with value of at least 100% of the value of shares, which are to be subjected to the mandatory purchase, and the creation of the protection should be documented with a bank note or a note from another financial institution acting as an intermediate in granting this protection or granting this Page 248

249 protection. The mandatory purchase is announced and executed using an entity running a brokerage activity on the territory of the Republic of Poland as an agent, which is obliged, not later than 14 working days before the starting date of the mandatory purchase, to notifty simultaneously the Financial Supervision Committee and the partnership managing the regulated market, on which the given shares are quoted about the intention of the mandatory purchase, and if the shares of the partnership are quoted on several regulated markets all these partnerships are to be notified. The notification has to have information about the mandatory purchase appended. Resignation from the mandatory purchase is unacceptable. On the basis of art. 83 of the Act on Public Offer, a shareholder of a public partnership can demand the shares owned by him/her to be purchased by another shareholder, who reached or exceeded 90% of the total number of votes in this partnership. This demand is submitted in a written form, within three months from the date, when reaching or exceeding of the aforementioned threshold took places (and if the information about the threshold being exceeded was not revealed to the general public, deadline for submission of the demands starts on the day, when the shareholder of the public partnership, who can demand shares owned by him/her to be purchased, got to know, or when he could have got to know with proper care taken about the fact, about reaching or exceeding of this threshold by another shareholder). The demand of shares purchase has to be satisifed, within 30 days from its submission, in solidarity, by a shareholder who reached or exceeded 90% of the total number of votes in this partnership and his dependent and dominating entities, and also, in solidarity, each of the parties of the agreement on purchasing shares of the public partnership or on joint voting at the general assembly of shareholders on the significant issues of the partnership, if the parties of this agreement own together, with their dominating and dependent entities, at least 90% of the total number of votes 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 During the last tax year and the current tax year, third parties did not make any public overtake offers related to the capital of the Issuing Party Taxation of income from dividend and shares sales Income tax from the income by virtue of dividend Income from shares ownership obtained by domestic persons, subjected in Poland to an unlimited tax duty According to art. 3 p. 1 and 1a of the Act on ITOP, people are subjected to the tax duty for all their income, regardless of the location of the sources of income (unlimited tax duty), if their place or residence is on the territory of the Republic of Poland, i.e. they have a personal interest or economic interest centre (vital interest centre) or if they reside on the territory of the Republic of Poland more than 183 days during the tax year. According to art. 30a of the Act on ITOP, dividends and other income actually gained from the ownership of Shares by these people are subjected to taxation using a flat rate of 19%. This tax is collected without lowering the income by the cost of its generation. These income is not added to other income obtained during the tax year, taxed using general rules, i.e. according to the progressive tax rate scale provided in art. 27 of the Act on ITOP. According to art. 41 p. 4 of the Act on ITOP, the income tax from income taxed on the basis of art. 30a of the ACT on ITOP is collected by the payer, i.e. an entity, which pays or which leaves at the disposal of the tax-payer, dividends and other income actually obtained from the Shares, which are equal to income taxed using a flat rate. The payer is obliged to send a yearly declaration to the proper tax office, by the end of January of the year following the tax year. However, the payer is not obliged to reveal registered information about the level of income to the domestic tax-payers. The tax-payers are not obliged to list the flat rate tax collected by the payer in their yearly tax return. Income from shares ownership obtained by domestic legal entities According to art. 3 p. 1 of the Act on ITOP legal entities in Poland are subjected to an unlimited tax duty on all their income regardless of the location of their sources of income, if they have an office or the board located on the territory of the Republic of Poland. Dividends and other income actually obtained from the Shares by legal entities and capital partnerships in organisation with their office or board located on the territory of the Republic of Poland, and also organisational units without a legal entity (with the exception of partnerships without a legal entity), are subjected to taxation according to the rules presented in art. 22 of the Act on ITOP. The tax rate is equal to 19%. In the case of dividends, the entire amount of dividend obtained is the basis for taxation, with no options to lower it by costs of income generation. According to art. 26 p. 1 of the Act on ITOP, the tax from dividends and other income actually generated from the Shares is collected by the payer, i.e. by an entity executing payments by this virtue. The payer is obliged to send a yearly declaration within the first month of the year after the tax year. Additionally, the payer is obliged to send to the tax-payers information about the level of collected tax, within seven days after the month, for which the tax was collected. Page 249

250 Income from dividends and other income by virtue of participation in profits of legal entites can also be exempted from income tax using the rules defined below, in the case of sharesholders which are legal entities, owning large packages of the Shares. Income from Shares ownership obtained by foreign entities (people and legal entities) not subjected in Poland to the unlimited tax duty Dividends and other income actually generated from the Shares by entities which do not have their office or a board located on the territory of the Republic of Poland and be people with place of residence outside Poland, will be taxed according to the same rules as the income of domestic entities. It has to be noted, that foreign companies without a legal entity are taxed using rules provided for legal entities, if according to the tax law of their country of origin (of the office or the board) they are treated as legal entities and are subjected in this country to tax from their entire income, regardless of the place of income generation (art. 1 p. 3 of the Act on ITOP). However, except for internal Polish regulations, the incomes of aforementioned foreign entities may be subjected to the regulations of proper agreements on avoiding double taxation, where the Republic of Poland is a party. It has to be noted, that application of a tax rate resulting from the proper agreement on avoiding double taxation or exemption from taxation is possible according to these agreements, under the condition that the place of residence, location of the office or of the board of the tax-payer is documented for the needs of taxation, by obtainig a residence certificate from the entity, issued by a proper foreign organ (art. 30a p. 2 of the Act on ITOP and art. 26 p. 1 of the Act on ITOP). The proper residence certificate has to be presented to the payer of the income tax. The payers are obliged to send the foreign people a registered information about the level of income by the end of February of the year following the tax year. In the case of foreign legal entities, the information about payments made and tax collected is sent before the end of the third month of the year following the tax year, in which the payments were made. Foreign entities also can individually demand sending them a proper tax information within 14 days from the date of such application. Exemption of income from owned Shares obtained by domestic and foreign legal entities from the income tax According to art. 22 p. 4 of the Act on ITOP, dividends and other actual income generated from the Shares by a partnership which is a subject to the tax from all its income (regardless of the place of its generation) in the Republic of Poland or in any European Union Member State other than the Republic of Poland, or in other state of the European Economic Area is exempted from tax, if all the conditions presented below are met: The income-obtaining partnership directly owns at least 10% of all Shares in the capital of the partnership which pays the dividend or other income by virtue of participation in profits of legal entities, The income-obtaining partnership owns the number of Shares defined in tiret (1) above for a permanent period of two years. It has to be noted, that the exemption is also applied, when the required period of two years is over after the date the income is obtained. However, if the condition presented above is not met, the partnership using the exemption will be obliged to pay the tax before the 20 th day of the month following the month, in which it has lost the right to exemption, with the delay interest, and The location of office of the income-obtaining partnership will be documented for the needs of taxation with a residency certificate issued by a proper organ of the foreign tax administration (art. 26 p. 1c sp. 1 of the Act on ITOP). Under the assumption that all conditions presented above are met, the exemption from tax is also applied in a situation, when the dividend is received by a foreign company (as understood by art. 4a p.11 of the Act on ITOP) of a partnership being a subject to taxation from the entirety of its income (regardless of the place of their generation) in the Republic of Poland or in an EEA member state other than the Republic of Poland. However, the existence of the foreign company should be documented by the company using the exemption with a certificate issued by a proper tax administration organ of its country of origin, or by a proper tax organ of the country, Where the company is located (art. 26 p. 1c sp 2 of the Act on ITOP). Additionally, it has to be pointed out, that the aforementioned exemption can also be applied to the entirety of income paid to the receiving party (company), subjected in the Switzerland to the income tax from the entirety of its income, regardless of the place of its generation, with a specified, direct percentage in the capital of the dividend-paying company has been set at the level not lower than 25%. Also in this case it is necessary to document the tax residency with a proper certificate issued by a proper organ of the foreign tax administration (art. 26 p. 4c sp 2 and p. 6 of the Act on ITOP) Income tax from income obtained from sales of shares Income from Shares circulation obtained by domestic people Art. 30b of the Act on ITOP predicts an option of application of the flat tax rate of 19% to the income from a paid dispoal of securities. The regulations of art. 30b of the Act on ITOP does not apply, however, if the diposal of Shares by a person is a part of the personal business activity. Page 250

251 In relation to people, income from the paid disposal of Shares is defined as the difference betweeen the amount of income from this operation (i.e. a sum of value of Shares obtained by the disposal, minus the costs of paid disposal) and the costs of income generation, understood as expenses on Shares purchase, obtained in the tax year (it has to be noted, that the income from the paid disposal of shares is understood as input income, even if it has not been actually obtained, and it influences the moment of income generation). It has to be noted, however, that if the value expresseed in the price specified in the contract of paid disposal will significantly deviate from the market value of Shares, without a justified reason, it may be questioned by the tax organ. According to art. 30b p. 7 of the Act on ITOP, if it is impossible to identify the disposed securities, then it has to be assumed that these are respective securities, starting from those obtained as the earliest, with this rule applied separately for each securities account, on which the Shares are located. After the end of the tax year, the tax-payers are obliged to list income obtained in the given year by virtue of paid disposal of Shares in a separate tax return and to calculate the input income tax. This return tax has to be submitted until April 30 th of the next year after the tax year (this is also the deadline for payment of the calculated tax). It is a rule, that the information given to the tax-payers by the payer through the powers of art.39 p.3 of the Act on ITOP should form the base of preparation of a yearly report. The payer is not obliged to collect tax and to transfer pre-payments of tax by virtue of paid Shares disposal during the tax year.. It also has to be noted, that according to art. 9 p. 6 of the Act on ITOP, income obtained by virtue of paid disposal of securities can be lowered by the value of loss from this source (this source includes in particular, income from paid disposal of Shares and other securities) in the five tax years following one another, with the resitriction that the lowering income cannot exceed 50% of this loss in any of these years. Income from Shares circulation obtained by domestic legal entities Income from paid Shares disposal obtained by legal entities and capital partnership in organisation, having their office or board on the territory of the Republic of Poland, and by other organisational unit without a legal entity (with the exception of civil law, general, partner, limited and limited-stock partnerships) are subjected to general taxation rules resulting from the Act on ITOP, i.e. they are taxed according to the basic tax rate of 19%, including other income obtained during the tax year, on the basisi of art. 19 p. 1 of the Act on ITOP. In relation to legal entities, the income from paid disposal or Shares is defined as the value of Shares resulting from the disposal price. It has to be noted, however, that if the value expressed in the price defined in the paid disposal contract will significantly deviate from the market value of Shares, without a justified reason, it may be questioned by the tax organ. In regard to the paid disposal of Shares, expenses on their purchase are the cost of income generation, lowering the tax basis. Income from Shares circulation obtained by foreign legal entities Foreign owners of Shares (i.e. such entities, which do not have an office or the board on the territory of the Republic of Poland and people with places of residence outside Poland) are subjected to taxation in Poland by virute of paid Shares disposal only related to the income generated on the territory of the Republic of Poland. Income from Shares sales on GPW is treated as obtained on the territory of the Republic of Poland. Income of foreign people is taxes according to the same rules as that of domestic ones. It has to be noted, howeverm that forign parnterships without a legal entity are taxed according to the regulations for legal entities, if according to the tax law of their country of location of the office or board, they are treated as legal entities and are subjected in this country to the tax from the entirety of its income, regardless of the place of their generation (art. 1 p. 3 of the Act of ITOP). However, in addition to Polish internal regulations, the rules of taxation of foreign people result from proper agreements on avoiding double taxation, where the Republic of Poland is a party, and from proper foreign regulations. Usually, the agreements on avoiding double taxation state, that profits from the sales of securities can be taxed only in that country, where the place of residence, the office or the board of the seller is located. It is not related to the cases, when a foreign person has the company in Poland, as understood by the proper agreement on avoiding double taxation, and the income from paid disposal of Shares could be assigned to this company. Then, these income will be taxed in Poland, just as the income of domestic people. It also has to be noted, that the application of tax rate resulting from the proper agreement on avoiding double taxation or not paying the tax according to such agreement has been made clearly dependent on documenting the tax residence of the tax-payer, by presenting the payer a proper residence certificate issued by a proper organ of a foreign tax administration (art. 30b p. 3 of the Act on ITOP) Tax from civil-legal actions According to art. 9 p. 9 of the act on tax from civil-legal actions, sales of material rights which are financial instruments as understood according to the regulation of Act on circulation of financial instruments to, or through financial companies, as well as sales of these rights made within the scope of the said circulation, is exempted from the tax from civil-legal actions. Page 251

252 If the aforementioned situation does not take place, the shares sale shall be subjected to taxation with a legal-civil actions tax of 1%. The tax from legal-civil actions is to be paid within 14 days from the date of tax obligation and to provide a declaration on tax from legal-civil actions. According to art. 4 of the Act on tax from legal-civil actions, in the case of sale, the buyer is subjected to the tax obligation Tax from legacies and donations Only people are subject to the tax from legacies and donations in Poland. As a rule, obtaining Shares as a result of a legacy or a donation is a subject to this tax, with the tax rate dependent on the degree of relationship, or on any other relation between the benefactor/bequeather and the beneficient/heir. Tax rates are progressive and they are equal to 3-20% of the tax basis, depending on the tax group the obtaining person has been classified to. Each of the groups also has a tax-free amount. This tax is paid within 14 days from the decision of the head of the tax office, defining the level of tax obligation. Acquisition of Shares ownership by the closest relatives (spouses, descendants, ascendants, stepchildren, brothers and sisters, stepfather and stepmother) is exempted from tax, under the condition of making a proper submission to the proper head of the tax office. This exemption is applied, if at the moment of acquisition, the obtaining party was a Polish citizen or a citizen of one of the Member States or one of the Member states of the European Free Trade Agreement (EFTA) a party of the agreement on EEA, or had the place of residence on the territory of Poland or of such a member state Responsibility of the payer According to art. 30 of the Tax Ordination, the payer which did not fulfill its obligations of calculating, collecting and payment of the tax to the proper tax office, holds the responsibility for the uncollected tax, or for the collected yet unpaid tax with all its assets. However, this regulation does not applt, if separate regulations state otherwise, or if the tax was not collected because of the tax-payer. In this case, the tax office gives out a decision on the responsibility of the tax-payer. 5. Information about the offer conditions 5.1. Conditions, parameters and predicted schedule of the offer and actions required during subscription oraz działania wymagane przy składaniu zapisów Offer parameters On the basis of this Prospectus, of Offered Shares are offered, including: Within the Institutional Investors Tranche Series C Shares with nominal value of 0,10 PLN each, to be obtained, Within the Open Tranche of Series C Shares with nominal value of 0,10 PLN each, to be obtained. On the basis of this Prospectus, the Issuing Party wants to apply for approval for circulation on the regulated market: normal shares to bearer, Series B, with a nominal value of 0,10 PLN each, no more than normal shares to bearer, Series C, with a nominal value of 0,10 PLN each, no more than rights to normal shares to bearer, Series C Offer schedule Submission of Purchase Declarations: Start of Public Subscription May 27th, 2010 from May 21 st, 2010 to May 25 th, 2010, 2.00 pm Accepting subscriptions for Offered Shares: from May 27th, 2010 to May 31 th, 2010 End of Public Subscription: May 31 th, 2010 Planned allocation of Offered Shares: Up to 6 working days after the end of public subscription The Issuing Party holds the right to change the aforementioned deadlines. In a case of change of Public Ofer deadline and the deadline of subscriptions for Offered Shares, a proper information will be released to the general public, by making available an updating announcement. This announcement will be presented to the general public in the same way the Prospectus was presented before the changed deadline. In the case of book-building deadline change because of the possibility of a significant influence on the evaluation of Offered Shares a proper information will be revealed to the general public in the aforementioned mode, no later than before the start of the book-building process. If a change of said deadline shall significantly influence the evaluation of Offered Shares, a proper announcement will be released to the general public by making available an Annex to the Prospectus (approved by the KNF), which will be revealed to the genereal public in the same way as Prospectus, before the modified deadline. After the start of accepting subscriptions, the Issuing Party holds the right to extend the deadline of accepting subscriptions in a situation, when the total number of Offered Shares included in subscriptions, will be lower than the total number of Offered Shares in the Public Offer. This deadline cannot be later than three months from the date of the start of the Public Subscription. If the subscription deadline is extended, a proper information will be released to the general public, by making Page 252

253 available an annex to the Prospectus, approved by the KNF. This Annex will be released to the general public in the same way the Prospectus was published. The extension of subscription accepting period can take place only within the timeframe of validity of the Prospectus. If the allocation date of the Offered Shares is changed, a proper information will be released to the general public, as an updating announcement, not later than before the allocation date of the Offered Shares. The updating announcement will be revealed to the general public in the same way the Prospectus was published Book building Before the start of the Public Offer, marketing actions will take place, which are known as the book-building process, namely, building the demand book. 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. In case of significant differences in the results of the book-building process in both tranches, the Board of the Issuing Party will try to set the price at the level guaranteeing obtaining all shares offered in both tranches. The issue price will be identical in both tranches. People who take place in the book-building process, will be able to use preferences in allocation of the Offered Shares, mentione in this Prospctus (Part IV, p ). The book-building process is collecting Purchase Declarations from Investors interested in purchasing, on the basis of this Prospectus, a specific number of Offered Shares at the indicated price. Purchase Declarations with price listed as approximated to 0,01 PLN, will be accepted. Purchase Declaration is not binding for an Investor, excluding statements of p , related to preferences within the Open Tranche and within Institutional Investors Tranche. 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. The Purchase Declarations will be collected through the Offering Party or through the members of distribution consortium, if such a consortium is created. If a distribution consortium is created after the Issue Prospectus has been approved, a proper information will be revealed to the general public by making available an annex to the Prospectus, approved by the KNF. This Annex will be released to the general public in the same way the Prospectus was published. During the book-building process, a potential Investor can submit one Purchase Declaration, defining the number of Offered Shares and a price, at which he/she would be ready to purchase the specified number of Offered Shares. A proper form will be made available by the Offering Party or by the members of the distribution consortium (if it is created) a template of Purchase Declaration form was presented in the chapter Forms and appendices of this Prospectus. A submitted declaration can be withdrawn before the subscriptions start, by submitting a written statement in a CSP accepting the Purchase Declarations. After withdrawing a submitte Purchase Declaration it is possible to submit a second Purchase Declaration during the book-building process. Submission of a new Purchase Declaration without having the previous Declaration withdrawn causes all Declarations to become invalid. An entity managing a securities package of a third party for orders, can submit a combined Purchase Declaration, including all managed accounts. Investment Funds Groups submit their Purchase Declarations separately, on the behalf of particular funds managed by the Investment Funds Group Rules of subscription submissions Minimum and maximum size of a subscription In both tranches, subscriptions will be accepted for number of Offered Shares not less than 50 shares, with the restriction, that the minimum value of a subscription made in the Institutional Investors Tranche, by entities listed in the point character i) below, is not less than a PLN. Making a subscription for the number of Offered Shares less than 50 shares or making a subscription to the Institutional Investors Tranche by entities listed below, with a value less than PLN will result in no allocation of shares to the Investor. Page 253

254 No other limitations related to the maximum size of subscriptions exist. However, making a subscription for a number of shares greater than the number of Offered Shares in a given Tranche will be taken as a subscription for the maximum number of Offered Shares in the given Tranche. General rules of subscriptions Subscriptions for Offered Shares will be accepted in the periods indicated in p above, at the customer service points of the Offering Party and, additionally, of other members of the distribution consortium, if such a consortium will be created, in addition to the participation of the Offering Party. If a distribution consortium is created after the Issue Prospectus has been approved, a proper information will be revealed to the general public by making available an annex to the Prospectus, approved by the KNF. This Annex will be released to the general public in the same way the Prospectus was published. Repeated submission of a subscription will be treated as making a subscription for a number of Offered Shares resulting from the particular subscriptions. Subcriptions for Offered Shares made by an entity managing a securities portfolio of a third party will be treated as a subscriptions of the parties, for which the portfolios are managed. If the Investor plans to write Offered Shares allocated to him to a specific securities account, the Investor must submit a deposition disposal for Offered Shares. All consequences resulting from an improper or incomplete filling of the subscription for Offered shares or of the deposition disposal for Offered Shares (including the lack of shares allocation) will be faced by the Investor. It is possible to make subscriptions for Offered Shares using Internet, phone, fax and other technical means, if such a possibility is accepted by the Status of the brokerage house accepting the subscriptions. In that case, the Investor should have a proper contract signed with the brokerage house, where he/she will submit the subscription for Offered Shares. Such a contract should contain, in particular, an authorisation of the brokerage house or its employees, for submission of the subscription for shares in the name of the Investor. Subscriptions will be accepted on 4 instances of the form. One instance of subscription for is for the Investor, one for the Issuing Party and the remaining two for the point which accepts the submission. The template of the subscription form has been presented in the chapter Forms and appendices of this Prospectus. Subscriptions will be accepted in two Tranches: Institutional Investors Tranche and the Open Tranche. Subscriptions in the Institutional Investors Tranche Shares can be purchased in the Institutional Investors Tranche by: a. Brokerage house, b. bank, c. insurance company, d. investment fund, e. pension fund, f. entity, managing a package of securities of a third party (asset management), g. entity (a person, legal entity or organisational unit without a legal enity), in the name of which the subscription is made by the entity managing a package of securities of a third party (asset management customer), h. investment subissuing party if a investment subissue contract is signed, i. other entity, purchasing shares for the amount not less than PLN, j. entity, which submitted a Purchase Declaration of Offered Shares for the amount not less than PLN. In the case of Investors, which made a submission on the basis of nominal invitation for submission for a specified number of offered shares, preferences are planned. Invitations sent to entities managing securities portfolios of third parties will be treated as invitations sent to those third parties, whose portofolios are managed. The invitations will be sent by fax, , or any other methods agreed with the particular Investor. The invitation receipt will be confirmed in person, by fax, phone or using other technical means, including . Invitations to submissions of subscriptions can be directed from the start of subscription of shares until the end of subscription period. In order to use the aforementioned preferences, the invited Investor should reply to the invitation by the next day after the receipt of the invitation, as well as before the end of the subscription period. Page 254

255 The basis for obtaining an invitation and for definition of number of Offered Shares listed in the invitation will be the participation in the book-building process and submission of Purchase Declaration of Offered Shares at a price, which will be higher then, or equal to the final price of Offered Shares. The Board holds the right to send invitations also to other Investors, also those not participation in the book-building, to send invitations related to the number of Offered Shares other (i.e. higher or lower) than the one declared during book-building, as well as not to send invitations, despite the participation in book-building. Sending an invitation for a higher number of Offered Shares than the number declared during book-building does not mean for the Investor that it is obligatory to subscribe for a number of Shares higher than the number indicated during book-building, as it only grants him/her the right to submit such an increased subscription. Preferences related to the submission of a subscription on the basis of registered invitation mean, that in a case of making a subscription for the number of shares listed in the registered invitation, but equal to, or greater than the number listed during the book-building process, the subscription is not reduced. In case of submitting a subscription for a number of shares greater than the number indicated in the registered invitation, the part of the subscription related to the number of Offered Shares, exceeding the number specified in the registred invitation, will be proportionally reduced, if Offered Shares remain in Institutional Investors Tranche, which are unsubscribed on the basis on invitation. The remaining part of the subscription will not be reduced. Sending invitations by the Issuing Party does not limit the rights of an Investor, including that Investor, which was sent an invitation, and the Investor, which did not participate in the book-building, relatede to making subscriptions for Offered Shares in the Open Tranche or in the Institutional Investors Tranche. Subscription in the Open Tranche All Investors are entitled to purchasing Offered Shares in the Open Tranche. Preferences in allocation of the Offered Shares will be granted to those Investors, who have made Purchase Declarations for Offered Shares in the book-building process, followed by making a subscription for the number of Offered Shares at least equal to the declared number, with the final price of the Offered Shares lower than, or equal to the declared price. These preference mean, that in a case of oversubscription of shares, the following procedure will be applied for the needs of calculating the number of Offered Shares, which will be allocated to particular Investors: 1. The number of Offered Shares, for which a subscrption was made, which in turn is a subject for preferences, will be multiplied by two. The number of shares listed in subscriptions which are not subjected to preferences, is multiplied by one. In this way, products will be calculated for particular subscriptions. 2. Calculated products will be summed up. Thus, a theoretical sum is obtained. 3. For each subscription, its proportional participation in the theoretical sum will be calculated i.e. participation of the product in the total sum of those products. 4. The number of shares, which will be allocated to the Investor, is calculated by multiplying the proportional participation by the total number of Offered Shares in the given tranche, with the restriction, that the investor cannot have more Offered Shares allocated, that the number listed in the subscription. It means, that depending on the number of subscriptions made, the subscription of an Investor benefitting from preferences will not be reduced or that it will be reduced to the smaller extent than the subscription of an Investor not included in the preferences These preferences are related only to the number of Offered Shares, which has been included in the Purchase Declaration. A repeated submission of a subscription will be treated as submitting a subscription for the total number of Offered Shares included in particular subscriptions. However, in order to participate in preferences resulting from the participation in the book-building process, the Investor should submit and pay for the subscription of the number of Offered Shares at least equal to the number specified in the Purchase Declaration. If the subscription is made for a number of Offered Shares greater than indicated in the Purchase Declaration, then preferences in the allocation will be applied only to the number of Offered Shares specified in the Declaration, while the remaining number of Shares will be allocated without preferences. Only a single susbcription can correspond to a single Purchase Declaration. An Investor who wants to use preferences in allocation of the Offered Shares, should present his/her owned original of the previously submitted Purchase Declaration at the moment of making subscription and indicate the number of the Purchase Declaration on the subscription form, which he/she intends to use in the submitted subscription. The confirmation of use of the particular Purchase Declaration takes place by submitting a hand signature on the presented Purchase Declaration by an employee of the brokerage house and by the Investor who submits the subscription. If the subscription is made using technical means, the confirmation of declaration use takes place by making a proper statement by the Investor. Especially in the case, when an Investor makes a subscription for Offered Shares via Internet, he/she is obliged to indicated the number of Purchased Declaration on the subscription form, which he/she intends to use in relation to the subscription being placed. Page 255

256 If other technical means are used, it is advised to contact a brokerage house where the subscription will be made in order to obtain information related to the technical form of submitting statement of Purchase Declaration use Actions through a representative Investors are entitled to purchasing Offered Shares via a representative. If a mandate is granted to a brokerage house, then the rules of the brokerage house come into effect. In other case, the person acting as the representative, is obliged to submit a written mandate of the Investor, including the mandate for submission of a subscription, and the following information by the person of the Investor: For personal residents: name and surname, exact address, number of the national ID or a passport number, PESEL number, For personal non-residents: name and surname, exact address, passport number, For legal entities, residents: company or name, address, REGON number and an extract from a proper register appended to the mandate, For legal entities, non-residents: company or name, address and an extract from a proper register or a document confirming the existence of the given entity in the given country appended to the mandate (documents prepared in a foreign language and issued abroad should be translated into Polish by a sworn translator), For residents, entities without a legal entity: name, address, REGON number and an extract from the proper register appended to the mandate, For non-residents, entities without legal entity: name, address and an extract from a proper register or a document confirming the existence of the given entity in the given country appended to the mandate (documents prepared in a foreign language and issued abroad should be translated into Polish by a sworn translator). Additionally, the mandate should include the following information about the representative: For personal residents: name and surname, exact address, national ID number or a passport number, PESEL number, For personal non-residents: name and surname, exact address, passport number, For legal entities, residents: company or name, address, REGON number and an extract from the proper register appended to the mandate, For legal entities, non-residents: company or name, address and an extract from a proper register or a document confirming the existence of the given entity in the given country appended to the mandate (documents prepared in a foreign language and issued abroad should be translated into Polish by a sworn translator). The mandate document or its copy remains in the points, which accepts subscriptions. The mandate document prepared in a foreign language should be translated into Polish by a sworn translator. During the receipt of confirmation of purchase of Offered Shares and during the receipt of returned fees, the representative should present the mandate for execution of the aforementioned actions with a notary-certified signature. Also a mandate given in a written form in the presence of a person authorised by the brokerage house accepting the subscription is accepted, which confirms data included in the mandate, as well as the authenticity of signatures of the mandator and of the representative. The number of mandates granted to a single representative is unlimited Withdrawal or suspension of the offer The General Assembly may make a resuolution on withdrawal of the offer of Series C Shares or on suspension of the offer of Series C Shares before the Issue Prospectus is published and on withdrawal of the offer of Series C Shares or on suspension of the offer of Series C Shares after the Issue Prospectus is published, because of important reasons. The important reasons can include, in particular: A sudden change in the economical or political situation of the country, region or world, which could not be predicted before the start of the subscription, and which could or would have a significant negative influence on the execution of the Offer or on the activity of the Issuing Party, A sudden change in the economic or legal environment of the Issuing Party, which could not be predicted before the start of the subscription, and which could or would have a significant negative influence on the execution of the Offer or on the current activity of the Issuing Party, A sudden change in the financial, economic or legal situation of the Issuing Party, which could or would have a negative inffluence on the activity of the Issuing Party and which could not be predicted before the start of the subscription, Other circumstances rendering the execution of the Offer impossible or harmful to the interests of the Issuing Party or of the Investors. In case of a potential withdrawal from the Offer after it has been started, returns of assets paid in by the investors will be performed in a way specified by the Investor in the subscription form, within 14 days from the announcement of the decision of the Issuing Party on the withdrawal of the Offer. The return of said fees will be performed without interests or claims. Page 256

257 In case of a potential withdrawal from the execution of the Offer or of a suspension of an Offer, a proper information will be released to the general public, by making a KNF-approved Annex to the Prospectus available. This Annex will be made available to the general public in the same way as the Prospectus. This offer is not predicted to be cancelled Deadline, within which it is possible to withdraw a subscription If an Annex to the Issue Prospectus is published after the start of the subscription or sale, a person who submitted a subscription before the Annex was made available to the public, may evade the legal effects of the submitted subscription. The evasion from legal effects of the subscription takes place in a form of a written statement, submitted in one of the CSP of the Offering Party or of other participant of the consortium (if such a consortium exists), within 2 working days from the day the Annex is made available. The right of evasion of legal effects of the submitted subscription does not apply to the cases, when an Annex is published because of the mistakes in the contents of the lssue Prospectus, about which the issuing party or the offering party decided to inform after the allocation of securities or caused by factors, which arouse, or which became acknowledged by the issuing party or by the offering party after the allocation of the securities. The Issuing Party or the Offering Party can execute the allocation of securities no earlier than after the deadline of evasion of the investor from the legal effects of a submitted subscription Methods and deadlines provided for payments for shares and supplying shares Payments for Offered Shares are made in Polish zlotys. The full payment for Offered Shares must be made no later than on the last day of subscription. The full payment is understood as an amount equal to a product of the number of Offered Shares included in the subscription and the final price of the Offered Shares. The Shares are paid in a form of monetary contributions. Payments by this virtue should be made: To the bank account of the brokerage house accepting the subscriptions, with the following list: PESEL number, name and surname (name) of the Investor and a note payment for shares of Rank Progress S.A., To the cashier of the point accepting the subscriptions, if it allows cash payments to be made. While choosing this form of payment, the Investors are advised to check in advance, if this CSP of choice accepts cash payments, Using a bank transfer or a telegraph transmssion, giving the PESEL number, name and surname (name) of the Investor and a note payment for shares of Rank Progress S.A., to the account of the house accepting the subscriptions, Other forms of payment, which are provided and accepted by the given Customer Service Point of the brokerage hose, accepting subscriptions for Offered Shares. Detailed information on other possible forms of payment can be obtained by the Investor the brokerage house accepting subscription for Offered Shares, The aforementioned methods, combined. Within the scope described here, the Investor has the freedom of choice of the method of payment for shares. Payments for Offered Shares are not subjected to interest rates. It is noted, that the full payment must be recorded on the account of the house accepting the subscriptions no later than on the day the public subscription ends. This means, that the Investor (especially in the case of wire transfers and money orders, as well as when using bank loans for subscriptions) has to make the payment in a proper advance, including the time of transfer execution, loan execution or execution of other similar actions. The Investors are advised to obtain information related to the execution time of the action in the financial institution he/she is served by, and that he/she takes proper actions taking into account the time of their execution. An Investor making the payment for Offering Shares via a bank should consider the possbility of the commission takeb by the bank from cash payments and bank transfers. It is noted, that making a payment less than the full amount will result in no allocation of shares at all. Information about the method and deadline of supplying the shares to the Investors is presented in p below 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 Once the subscription is ended, the information about its results is simultaneously sent to the KNF and to the GPW, and then to the Polish Press Agency, according to the statements of art. 56 p. 1 of the Act on Public Offer. If the Offer does not take place, an announcement on this event will be placed within 14 days after the closure of the Public Offer in a general polish newspaper, in the office of the Issuing Party and in points, where subscriptions for Offered Shares are accepted. The same announcement will contain a call to receipt of fees paid by the Investors. The paid fees will be Page 257

258 Page 258 Rank Progress S.A. Issue Prospectus returned without interests and reparations within 14 days from the publication of the aforementioned announcement, in a way defined by the Investor in the subscription form. If the Issuing Party does not not fulfill the duty of submission of the resolution on the increase of company capital to the National Court Register within twelve months from the date of Prospectus approval by the KNF and no later than after one month after the date of shares allocation, a proper information will be simultaneously submitted to the KNF and to the GPW, and then to the Polish Press Agency, according to the statements of art. 56 p. 1 of the Act on Public Offer, as well as an announcement on this issue will be published, within 7 days from thed aforementioned date. All paid amounts will be returned without interests and reparations within 14 days from the date of publication of the aforementioned announcement. If the court refuses to register the issue of Offered Shares a proper information will be simultaneously sent to the KNF and to GPW, and then to the Polish Press Agency, according to the statements of the art. 56 p. 1 of the Act on Public Offer, as well as an announcement on the legally effective decision of the court will be published within 7 days from the legal effectiveness of the decision of the register court, refusing the registration of the company capital increase. The paid amounts will be returned to the Investors, who had Offered Shares allocated, without interests and reparations, within 14 days from the publication of the announcement. In each of the aforementioned cases, the return of paid amounts can be made, in particular: In cash to be collected at the brokerage house accepting subscriptions, By a bank transfer to an indicated account (with deduction of the transfer costs), By other method, indicated by the Investor and accepted by the brokerage house accepting the subscription (after deduction of potential costs of operations) 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 To the best of the knowledge of the Issuing Party, Members of the Board, of the Superisory Board and major shareholders do not plan to participate in the Public Offer Informations revealed before the allocation Subscriptions for Shares will be submitted either within the Institutional Investors Tranche or within the Open Tranche. The list of entities entitled to shares purchase within the Institutional Investors Tranche can be found in p Part IV of the Prospectus. All Investors are entitled to purchases of Offered Shares within the Open Tranche. On the basis of this Prospectus, a total number of Shares i offered, including: Within the Institutional Investors Tranche Series C Shares to be obtained, with a nominal value of 0,10 PLN each, Within the Open Trench Series C Shares to be obtained, with a nominal value of 0,10 PLN each Transfers between Tranches The Issuing Party holds the right to perform transfers between tranches after the end of the public subscription. Only those Offered Shares can be transferred, which have not been subscribed by Investors within the given tranche, under the condition, that in the other tranche the demand submitted by Investors for Offered shares exceeded their supply. Such transfer will not require an information about the transfer through the powers of art. 51 of the Act on Offer Allocation rules description of subscription reductions and return of overpaid amounts The allocation of Offered Shares will be performed by the Board of the Issuing Party within 6 working days from the end of the public subscription. A minimum number of allocated shares is one. The method of treating entities during the allocation of subscriptions does not depend on the fact, by which entity or through each entitry they are made. There are also no previously defined methods of preferential treatment of particular investor types or particular bound groups during the allocation. The only differences in treatment during allocation are a consequence of division into tranches and the preferences in the Institutional Investors Tranches, resulting from obtaining a registered invitations, and preferences in the Open Tranche resulting from the participation in the book-building. No overallocation and no option of an additional allocation of the green shoe type exists. Institutional Investors Tranche Subscriptions for Offered Shares made in a quantity resulting from a sent invitation, will not be reduced. Sending an invitation for a number of Offered Shares higher than the number declared in the book-building is not binding the Investor with a duty of making a subscription for a higher number of Shares than listed in the book-building process,

259 as it only entitles the Investor to use such an option. In relation to this, in a case when a subscription for a smaller number of shares than listed in the invitation is submitted, but with the number higher than or equal to that specified during the book-building process, the subscription is not reduced, either. In a case: Of submission of a subscription by the Investor, who was not sent an invitation, Of making a subscription by the Investor, who did not particpate in the book-building process, Of submission of a subscription by the Investor invited after the time, in which the Investor should reply to the invitation in order to use preferences, with the time specified in the p above, or Of submission of a subscription by the Investor invited to a number of Offered Shares lower than that specified in the invitation, with the exception of a case, when a subscription was made for a number of shares lower than that specified in the invitation, but greater than or equal to the number indicated during the book-building process, The subscriptions will be subjected to a proportional reduction, if there are still Offered Shars in the Institutional Investors Tranche, not obtained under the preferential conditions. Subscriptions made by an Investor invited in the part related to the number of Offered Shares exceeding the number specified in the invitation will be subjected to a similar reduction. Open Tranche The number of allocated Offered Shares will be rounded down to an integer, and remaining, single Offered Shares will be allocated to the Investors which have made subscriptions for the biggest numbers of Offered Shares, in turn. It has to be pointed out, that in particular circumstances (a large reduction of subscriptions and small number of subscription for shares, causing the number of shares resulting from the allocation to be lower than 1), it may result in no allocation of Offered Shares at all. If the total number of Offered Shares, for which the subscriptions from the Investors are made, will be greater than the number of Offered Shares, then the subscriptions of the Investors will be subjected to a reduction. This reduction will be proportional for all Investors, with the restrictions for participants of the book-building process, given below. Preferences in allocation of Offered Shares will be granted to those Investors, who have submitted Purchase Declaration for the Offered Shares during the book-building preocess, followed by a subscription for the number of Offered Shares at least equal to the declared, with the final price of the Offered Shares lower than or equal to the declared one. These preferences mean, that in a case of oversubscription for shares the following procedure will be applied to the needs of calculation of the number of Offered Shares, which will be allocated to particular Investors: 1. The number of Offered Shares, for which a subscrption was made, which in turn is a subject for preferences, will be multiplied by two. The number of shares listed in subscriptions which are not subjected to preferences, is multiplied by one. In this way, products will be calculated for particular subscriptions; 2. Calculated products will be summed up. Thus, a theoretical sum is obtained; 3. For each subscription, its proportional participation in the theoretical sum will be calculated i.e. participation of the product in the total sum of those products; 4. The number of shares, which will be allocated to the Investor, is calculated by multiplying the proportional participation by the total number of Offered Shares in the given tranche, with the restriction, that the investor cannot have more Offered Shares allocated, that the number listed in the subscription. It means, that depending on the number of subscriptions made, the subscription of an Investor benefitting from preferences will not be reduced or that it will be reduced to the smaller extent than the subscription of an Investor not included in the preferences. These preferences are related only to the number of Offered Shares, which has been included in the Purchase Declaration. If in the case of allocation of Offered Shares, an Investor will not be allocated a part, or all of the Offered Shares, for which he/she has made a subscriptions, as a result of subscription reduction or as a result of an invalid subscription made by the Investor, as well as in a case of any other reason making it necessary to return a part or the entire amount paid by the Investor, to the Investor, the amount paid by the Investor will be returned in a way specified by the Investor in the subscription form, within 14 days from the allocation date. These amounts will be returned without interest rates or reparations Conditions of offer s end, the earliest possible end date The public offer of Offered Shares will be closed by the Issuing Party on the date of allocation of Offered Shares. The end of the offer will take place within 6 working days from the end of subscription Procedure of notifying investors about the number of allocated shares with the indication, if circulation is allowed before this notification is sent If at least the minimum number of shares designed to be obtained will be subscribed for and paid, the Board will execute, within 6 working days from the date of the end of subscription, shares allocation to the subscribers, according to the published rules of shares allocation. Page 259

260 Lists of subscribers, with indications of numbers of Offered Shares allocated to each of them, will be laid out within a week from the moment of allocation of Offered Shares and left for browsing for two weeks in the points acceptng subscriptions, where those subscriptions have been made. The booking of Investor s rights to Series C Shares on the securities account indicated by the Investor, will take place immediatiely after the registration of rights to Series C Shares in KDPW. The information about booking of rights to Series B Shares will be passed on to the Investor by the brokerage house managing his/her securities account, according to the rules of informing the customers, adapted by the given house. The booking of Offered Shares allocated to the Investor on the securities account where he/she has booked the rights to Series C Shares, will take place immediately after the registration of Series C Shares in KDPW. The information about booking of Offered Shares will be passed on to the Investor by the brokerage house managing his/her securities account, according to the rules of informing the customers, adapted by the given house. The beginning of circulation of rights to Series C Shares and the Offered Shares does not depend on informing the Investor in the aforementioned mode about the numbers of allocated and booked securities. If the Investor does not make a disposal for deposition of shares on the indicated securities account, the shares allocated to him/her will be deposited on the account of a sponsor of the issue. People, who had not been allocated any shares, will be called for collection of paid amounts within two weeks from the end of shares allocation Price of shares The issue price of Offered Shares is 12 PLN maximum and it cannot be lower than the nominal value of shares. The final price of Offered Shares will be determined according to the opinion justifying the exclusion of rights to subscription, the contents of which has been presented in p. 4.6 above (after the book-building process or on the basis of a recommendation of a brokerage house offering Series C Shares), and sent, before the start of subscription, according to art. 54 p. 3 of the Act on Offer, i.e. to the KNF and to the general public in the same way the Prospectus was published, and in the mode defined in art. 56 p. 1 of the Act on Offer. The issue price will be equal for both Tranches. There are no additional costs and taxes related to the submission of subscription, with the exception of those listed in p above. The price range, in which Purchase Declarations in the book-buiding phase will be accepted, is from 10,77 to 12,00 PLN per share. The members of the Board and of the Supervisory Board did not obtain shares of the Issuing Party within one year from the date of Prospectus approval. As of the date of Prospectus approval, no decisions also exists, which would entitle member of the Board and of the Supervisory Board to purchase or to obtain shares of the Issuing Party in the future, under preference conditions Positioning and guarantees (subissue) The Issuing Party did not sign and does not plan to sign a contract on a service or investment subissue. It means that no entities exist, which would guarantee an issue on the basis of a binding agreement. Because of the above, no commission on guaranteeing is planned. Information of the entities, which obliged to position the offer without a binding agreement: Dom Maklerski IDM S.A. located in Kraków, being an Offering Party in the Public Offer will perform positioning actions in the form of execution of the book-building process and meetings with Investors interested in obtaining Offered Shares. DM IDM S.A. does not collect a separate salary for the aforementioned actions. The salary of the Offering Party is calculated from the entirety of obtained shares and no commission on shares obtained as a result of the positioning is distinguished. The Issuing Party: the Board of Rank Progress S.A. will participate in meetings with Investors interested in obtaining the Offered Shares There are no other entities than those mentioned above, which would decide to position the offer without a binding agreement. If a contract on a service or investment subissue is signed, a proper information is revealed to the general public, by making an Annex to this Prospectus, approved by the KNF, available. This Annex will be revealed to the general public in the same way as the Prospectus. Page 260

261 Dom Maklerski IDM S.A. located in Kraków, Mały Rynek 7, is the Coordinator of the entire Offer. No coordinators working on the parts of the Offer and entities positioning this Offer in other countries are planned. Also, no payment agents are planned. After the Issue Prospectus is approved, it is predicted that services of the National Deposit of Securities S.A. will be used, which is the main entity offering deposit services on the Polish capital market. 6. Approval of securities to circulation and statements related to circulation 6.1. Approval of securities for circulation It is the intention of the Issuing Party, that the Investors can circulate obtained Offered Shares as soon, as possible. To this end, it is planned to introduce PDA Series C and Series B and C Shares to circulation on a regulated market, immediately after fulfilling the conditions provided by law. The Issuing Party will take all care necessary, so that immediately after the allocation of the Offered Shares, PDA Series C is booked on accounts in the KDPW, in the number corresponding to the number of allocated Offered Shares. The quotation date for Series C Shares on GPW depends mainly on the date of registration of Series C Shares by the court. Thus, the Issuing Party has limited influence in the quotation date of Series C Shares on the GPW. Because of the above, the Issuing Party plans to submit an application to the GPW for approval of PDA series C and Series B and C shares and an application for approval of PDA Series C for circulation on the regulated marked. Once the registration court registers the issue of Series C Shares, the Issuing Party will immediately submit an application to the KDPW, for exchange of PDA Series C for Series C shares, and to GPW for introduction of Series B and C Shares to the stock exchange circulation. It is the intention of the Issuing Party that PDA Series C and Series B Shares are quoted on the regulated market, i.e. GPW, in the 2 nd quarter of If it is impossible to fulfill all conditions necessary for approval for circulation on the primary market, the Issuing Party will submit proper applications for introdcution of securities to the circulation on the parallel market. If the registration court refuses to register the issue of Series C Shares in this case an announcement about the legally effective court decision will be published within 7 days from the date the decision of the register court, refusing the registration of the company capital increase, becomes legally effective. The nature of PDA circulation forms a risk, that in the situation, where the issue of Series C Shares does not take place, the owners of PDA Series C will obtain only the refund equal to the product of the number of PDA booked on the account of the Investor, and the issue price of Series C Shares. If the PDA are purchased on the stock exchange market, at a price higher than the issue price of Series C Shares, the investors are about to record a loss on the investment. The paid amounts will be returned without interests and reparations within 14 days from the publication of the aforementioned announcement Regulated markets or equivalent markets, on which the same class of shares are approved for circulation, as shares offered or approved for circulation Shares of the Issuing Party are not approved for circulation on any regulated (or equivalent) market 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 No securities exist, which are a 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 No entities exist, which have a binding obligation of acting as agents in circulation on the secondary market, which guarantee viability using quotation of purchase and sale offers Stabilising actions The Offering Party or an investment subissuing party if a subissue offer is signed and other entities participating in the quotation do not plan execution of actions related to a stabilisation of the quotations of the Offered Shares before, during, and after the execution of the Public Offer. 7. Information about the owners of securities covered by the sale 7.1. Information about the entities offering shares for sale and numer and type of shares offered by each of the sellers None of current shareholders of the Partnership offers shares for sale within the public offer Number and type of securities offered by each of sellers, owners of securities Page 261

262 According to p above, it is impossible to list data regarding shares offered by entities offering securities as a part of the public offer Contracts on prohibition of lock up type shares sales All current shareholders, have signed the contracts listed below with the Partnership, before the beginning of the Public Offer, on a temporal exclusion of the right of disposal of shares owned by them ( lock up type contracts). The subject of the contract dated April 28 th, 2008 (with later annexes) between Mister Jan Mroczka (Shareholder) and the Partnership is an obligation, that in the period from the date of the contract until 9 months from the end date of public subscription of the shares of the Partnership, but not longer than until March 31 st, 2011 the Shareholder will not duty, mortgage, dispose of or make any other transfer of ownership rights to priviledged, registered Series A Shares of the Partnership (consisting 25% of the company capital of the Issuing Party) and will not take any actions, the economic result of which will be similar to the transfer or duty of rights from the shares, unless such action is approved by the Supervisory Board of the Partnership. The subject of the contract dated April 28 th, 2008 (with later annexes) between Mister Andrzej Bartnicki (Shareholder) and the Partnership is an obligation, that in the period from the date of the contract until 9 months from the end date of public subscription of the shares of the Partnership, but not longer than until March 31 st, 2011 the Shareholder will not duty, mortgage, dispose of or make any other transfer of ownership rights to priviledged, registered Series A Shares of the Partnership (consisting 25% of the company capital of the Issuing Party) and will not take any actions, the economic result of which will be similar to the transfer or duty of rights from the shares, unless such action is approved by the Supervisory Board of the Partnership. The subject of the contract dated April 24 th, 2008 (with later annexes) between MB Progress Capital Limited located in Nicosia (Cyprus) (Shareholders) and the Partnership is an obligation, that in the period from the date of the contract until 9 months from the end date of public subscription of the shares of the Partnership, but not longer than until March 31 st, The above obligation does not related to shares being sold, until the date of approval of the Issue Prospectus related to the public offer of Series C Shares, within a non-public sale offer of shares of Rank Progress S.A., with the restriction, that the Shareholder sells within the pre-ipo shares not included in this obligation, as the first ones. The Shareholder will not duty, mortgage, dispose of or make any other transfer of ownership rights to of Series B shares of the Partnership (forming ca. 42,07% in the company capital of the Issuing Party) and will not take any actions, the economic result of which will be similar to the transfer or duty of rights from the shares, unless such action is approved by the Supervisory Board of the Partnership, or if the sale is performed within a non-public sale of shares of Rank Progress S.A. (pre-ipo). All other shareholders, which do not participate in the company capital of the Issuing Party in the degree greater than 10%, have obliged to the Partnership on the basis of art c.c.c., that in the period of six months from the end date of public subscription of the shares of the Partnership, but not later than March 31 st, 2011, will not mortgage, dispose of or make any other transfer of ownership rights, as well as oblige not to perform such actions in regard to a part or to all their Shares on the behalf of any third party, unless such action is approved by the Supervisory Board of the Partnership. This obligation includes in total, Series B shares owned by the aformentioned shareholders, which is equal to 7,93% of the total number of owned shares. According to the submitted disposal for shares blockade, all aforementioned Shareholders obliged not the terminate their obligations before its termination. Management of shares against the aforementioned obligation causes the responsibility of the Shareholders against the Partnership, but against third partis (e.g. buyers) in causes legal effects. It also has to be stressed that the said obligation of the Shareholders has a legal-civil nature and thus the issues of a potential responsibility by virtue of not executing or inadequately executing of the obligation are regulated by the regulation of the Civil Law Code (Act dated April 23 rd, 1964 Dz. U N o 16 pos. 93 with changes). Except for the aforementioned regulations, no other regulations exist, which are related to responsibility in a case of violation of the said obligations by the Shareholders. All aforementioned shares of the Issuing Party have been located in a deposit managed by the Offering Party and they have blockades related to the exclusion of their disposal. According to the above, in the opinion of the Issuing Party no risk exists, that the obligation signed by the shareholders will not be fulfilled. 8. Quotation costs The net amount planned to be obtained from the issue of Series C shares equals 51 mln PLN. The estimated costs of issue of Series C Shares include costs of preparation of Prospectus, as well as costs of preparation and implementation of the Public Offer of Series C Shares. Taking into account the initial estimation, the costs of the Offer will reach the level of ca. 4,7 mln PLN, with the assumption that all Offered Shares will be obtained, at the maximum price. Page 262

263 The Issuing Party will publish information regarding total income from subscription for Series C Shares, as well as regarding total costs of Offer, in a form of current report, according to the deadlines listed in the regulation on current and periodic information. 9. Dilution List of the shareholders of the Issuing Party is presented below: Table: Participation of shareholders in the company capital and their number of votes at the General Assembly of the Issuing Party before the issue of Series C Shares. % participation % participation in the Shareholder N o Number of votes at of shares in shareholders number of votes at the GA structure the GA Jan Mroczka ,00% ,33% Andrzej Bartnicki ,00% ,33% MB Progress Capital Limited ,07% ,05% Other ,92% ,28% Total , ,00 Source: Issuing Party *) MB Progress Capital Limited is an investment company located in Nicosia in Cyprus, the shareholders of which are Jan Mroczka and Andrzej Bartnicki (half of shares each), thus shares owned by MB Progress Capital Limited are indirectly owned by Jan Mroczka and Andrzej Bartnicki. On November 9 th, 2009, the Ordinary General Assembly of the Issuing Party made a Resolution N o 15 on the increase of the company capital of the Issuing Party by issuing no more than normal Shares to Bearer, Series C (Series C Shares) with the nominal value of 0,10 PLN each, with total exclusion of the right to subscription of the current shareholders of the Issuing Party. Series C Shares will be totally covered with monetary contributions. Series C shares will be offered through a Public Offer, as understood according to the Act dated July 29 th, 2005, on public offer and conditions of introduction of financial instrumentrs to an organised circulation system and on public parnterships (Dz.U. N o 183, pos. 1539). Because of the above, the amount and percentage value of dilution has been calculated in a situation, if all Series C Shares are obtained ( Shares). Table: Dilution as a result of issue od Series C Shares (purchase of Series C Shares only by new Shareholders). % participation % participation in the Shareholder N o Number of votes at of shares in shareholders number of votes at the GA structure the GA Jan Mroczka ,88% ,43% Andrzej Bartnicki ,88% ,43% MB Progress Capital Limited ,81% ,61% Other ,94% ,83% New shareholders ,50% ,70% Total , ,00 Source: Issuing Party *) MB Progress Capital Limited is an investment company located in Nicosia in Cyprus, the shareholders of which are Jan Mroczka and Andrzej Bartnicki (half of shares each), thus shares owned by MB Progress Capital Limited are indirectly owned by Jan Mroczka and Andrzej Bartnicki. 10. Additional information Description of activity scope of the advisors Financial Advisor Page 263

264 The Financial Advisor PROFESCAPITAL Sp z o.o. is related to the Issuing Party to an extent resulting from a contract on fulfilling the duty of a financial advisor of the Issuing Party during the execution of the Public Offer of Offered Shares, which is especially related to the preparations of the Issuing Party and to the preparation and execution of the Public Offer, including actions within the scope of investor relations and advice related to actions on the capital market. The Financial Advisor participated in preparation of a part of the Prospectus, as indicated in p Pary III Registration Document. The Offering Party The Offering Party brokerage house Dom Maklerski IDMSA located in Kratów is related to the Issuing Party to an extent resulting from the contract on preparation and execution of the public offer of Offered Shares, which is especially related to the preparations of the Issuing Party and to the preparation and execution of the Public Offer. The Offering Party participated in preparation of a part of the Prospectus, as indicated in p Part III Registration Document 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 No other information were present in the Quotation Document, which could have been studied or browsed by authorised expert auditors Information about the expert in the Quotation Document The Quotation Document does not contain declarations or reports of people defined as experts Information obtained from third parties and indication of sources of these information No informations from third parties were obtained for the Quotation Document. Page 264

265 DEFINITIONS AND ABBREVIATIONS Below, definitions and abbreviations used in the Issue Prospectus are presented. Offered shares Shareholder A -class office building Financial advisor Directive 2003/71/EC Dividend Dz.U. Issuing Party, Partnership, RANK PROGRESS, RANK PROGRESS S.A. euro, Euro, EUR, Stock Exchange, GPW Capital Group of the Issuing Party, Group of the Issuing Party Investor KDPW, Deposit of normal shares to bearer, Series C offered to obtain according to the rules presented in the Prospectus Owner of the Shares of the Partnership A building type, which has an excellent quality of interior finishes, thorough technical service and a favourable location, with easy road access and good access to the city transport PROFESCAPITAL Sp. z o.o. Directive 2003/71/EC of the European Parliament and of the Coundil, dated November 4 th, 2003, on issue prospectus published in relation to a public offer or approval of securities for circulation and amending the Directive 2001/34/EC Participation of shareholders in the yearly profit of a stock partnership, approved by the General Assembly of Shareholders, according to the KSH Dziennik Ustaw (Monitor of Acts) of the Republic of Poland Rank Progress Spółka Akcyjna located in Legnica Legal monetary unit of some countries of the European Union since January 1 st, 1999 Stock Exchange in Warsaw S.A. (Giełda Papierów Wartościowych w Warszawie S.A,) The Capital Group of the Issuing Party includes the Issuing Party and its dependent and bound entities, i.e. HIT Zarząd Majątkiem Polska Legnica 1 Sp. z o.o., KMM Sp. z o.o. 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., 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., Colin Holdings Limited, Rank Müller Jelenia Góra Sp. z o.o. A person interested in obtaining Offered Shares National Deposit of Securities S.A. (Krajowy Depozyt Papierów Wartościowych) Commercial Companies Code, CCC, c.c.c Act dated September 15 th, 2000 Commercial Companies Code (Dz.U. N o 94, pos with later changes.) KNF/FSC Financial Supervision Committee (Komisja Nadzoru Finansowego) KRS/NCR MR NWZ NBP New Shares National Court Register (Krajowy Rejestr Sądowy) Mortgage register Extraordinary General Assembly of Rank Progress S.A. National Bank of Poland Offered Shares Public Offer, Offer Public offer of normal shares to bearer, Series C with a nominal value of 0,10 PLN Offering Party, DM IDMSA Dom Maklerski IDMSA located in Kraków, Mały Rynek 7 Page 265

266 Tax Ordinance Act dated August 29 th, 1997, Tax Ordinance (uniform text: Dz. U. of 2005 N o 8, pos. 60, with later changes) PKB Gross Domestic Product PKD CSP, Customer Service Point Rights to Shares, PDA Rights to subscription, PP Prospectus, Issue Prospectus Supervisory Board GPW Status Resolution on Prospectus Register Court Status EU OPCaC USD Polish Classification of Business Activity Customer service points of brokerage houses, which will accept subscriptions for Offered Shares A security, from which the right to obtain new issue shares of the issuing party results at the moment these shares are allocated and expiring at the moment the shares are registere in KDPW, or on the day of legal effectiveness of a decision of a register court refusing the registration of increase of company capital in the business entities register. Priviledge of priority of purchase of new shares of the partnership by its current shareholders. This Issue Prospectus The Supervisory Board of Rank Progress S.A. The Status of Stock Exchange in Warsaw S.A. Committee Regulation (EC) N o 809/2004 dated April 29 th, 2004, executing the Directive 2003/71/WC of the European Parliament and of the Council on information contained in issue prospectuses and their form, inclusion by reference and publication of such issue prospectuses and on advertisement propagation District Court for Wrocław-Fabryczna in Wrocław, IX Economic Department of the National Court Register Status of Rank Progress S.A. European Union Office for Protection of Competition and Customers Legal monetary unit of the United States of America Act on Supervision of Financial Market Act dated July 21 st, 2006 on the supervision of financial market (Dz. U. of 2006 N o 157, pos. 1119) Act on Supervision of Capital Market Act dated July 29 th, 2005 on the supervision of capital market (Dz. U. of 2005 N o 183, pos. 1537) Act on Circulation of Financial Act dated July 29 th, 2005 on circulation of financial instruments (Dz. U. N o 183, Instruments pos with later changes) Act on Protection of Competition and Act dated February 16 th, 2007, on protection of competition and customers Customers (Dz.U. of 2007, N o 50 pos. 331) Act on Public Offer, Act on Offer Act dated July 29 th, 2005 on public offer and conditions of introduction of financial instruments to on organised circulation system and on public partnerships (uniform text: Dz. U. of 2009 N o 185, pos. 1439) Act on Income Tax on People Act dated July 26 th, 1991 on income tax on people (uniform text: Dz.U. of 2000, N o 14, pos. 176, with later changes) Act on Income Tax on Legal Entities Act dated February 15 th, 1992 on income tax on legal entities (uniform text: Dz.U. of 2000, N o 54, pos. 654, with later changes) Act on Tax from Civil-legal actions Act dated September 9 th, 2000 on tax from civil-legal actions (uniform text: Dz.U. of 2007, N o 68, pos. 450 with later changes) Act on Accounting Act dated September 29 th, 1994 on accounting (uniform text: Dz. U. of 2009 N o 152, pos. 1223) Act on Freedom of Business Activity Act dated July 2 nd, 2004 on freedom of business activity (Dz. U. N o 173, pos with later changes) Act on creation and functioning of Act dated May 11 th, 2007, on creation and functioning of large-area large-area commercial objects commercial objects (Dz. U. N o 127 pos. 880) Act on Construction Law Act dated July 7 th, 1994 Construction Law (Dz. U N o 89 pos. 414 with later changes) Act on Industrial Ownership Law Act dated June 30 th, 2000, Industrial Ownership Law (Dz. U N o 49 pos. 508 with later changes) General Assembly, GA The General Assembly of Rank Progress S.A. The Board The Stock Exchange Board The Board of Rank Progress S.A. The Board of the Stock Exchange in Warsaw S.A. Page 266

267 Złoty, zł, PLN Legal monetary unit of the Republic of Poland, in general circulation since January 1 st, 1995 according to the Act dated July 7 th, 1994 on denomination of zloty (Dz.U. N o 84, pos. 383, with later changes) FORMS AND APPENDICES Appendix N o 1 Subscription form for offered shares of Rank Progress S.A. SUBSCRIPTION FORM FOR OFFERED SHARES OF RANK PROGRESS S.A Number of subscription certificate... Brokerage house accepting subscription:... Brokerage house address:... This document forms a subscription for Offered Shares of Rank Progress S.A. located in Legnica. The Offered Shares are normal shares to bearer, with a nominal value of 0,10 zł each, designed for obtaining in a Public Offer, under conditions specified in the Prospectus and in this subscription form. Subscriptions will be accepted for number of Offered Shares not less than 50 shares, A subscription for the number of Offered Shares less than 50 shares will be treated as invalid. Subscriptions for a number of Offered Shares greater than the total number of shares available in the given Tranche will be treated as subscriptions for the maximum number of Offered Shares available in the given Tranche and they will be subjected to reductions. 1. Name and surname (name of company of a legal entity): Place of residence (legal entity office): Postal Code: City/Town... Street:... House/flat N o : Domestic citizens: PERSONAL ID N o, PESEL or REGON (or other identification N o ): Correspondence address (best phone #) addreess Foreign citizens: passport number, number of proper legal entities register: Personal data of a legal entity representative: Number of subscribed Offered Shares:...(in words...) 9. Amount paid for Offered Shares:...zł (in words...) 10. Form of payment for Offered Shares: Form of payment return if no allocation or no issue takes place * In cash, collected at the brokerage house accepting subscriptions Bank transfer to the account: account owner... Account in... Account N o... other: Do you place a disposal of deposition of the Offered Shares * : yes no 13. Brokerage house, where the Offered Shares are to be deposited:... * mark the proper field with an x Page 267

268 14. KDPW Code of the brokerage house, where the Offered Shares are to be deposited: Number of securities account Did you participate in the book-building process * yes no 17. Number of Purchase Declaration, used by the Investor: Number of Offered Shares indicated in the Purchase Declaration: Price declared in Purchase Declaration: I place the subscription in the Tranche: Open Institutional Investors Note! Missing or improper definitions of evidence data of the Investor or the method or return of the paid amount (or a part thereof) can result in a delayed payment of paid fees. The return of the payment is made without any interests and reparations. The Investor is fully responsible for consequences resulting from an improperly filled form. DECLARATION OF THE SUBSCRIBER I, hereby signed, declare that I have acknowledged the contents of the Issue Prospectus of Rank Progress S.A., accept conditions of the Public Offer, I know the contents of the Status of Rank Progress S.A. and I agree to its contents as well as I agree to join the Partnership. I agree to allocation of Offered Shares in the number resulting from the subscription or lower than subscribed for, or not to have allocated Shares at all, according to the conditions specified in the Issue Prospectus. Allocation of no Offered Shares at all or of a lower number thereof can take place only as a result of application of rules of allocation of Offered Shares, described in the Prospectus. I hereby agree for my personal data to be processed in the scope necessary for execution of Public Offer of shares of Rank Progress S.A... Date and signature of the subscriber Date of subscription submission Signature and stamp of the subscription collector Page 268

269 Appendix N o 2 Disposal of deposition of Offered Shares of Rank Progress S.A. Data of the account owner: DISPOSAL OF DEPOSITION OF OFFERED SHARES OF RANK PROGRESS S.A. Next number Name and surname (name of a company of a legal entity): Place of residence (office of the legal entity): Postal code: City/Town... Street:... House / flat number: PESEL, REGON (or other identification number): Correspondence address (best contact phone #):... Data of person executing the disposal or a person acting in the name of a legal entity: 1. Name and surname (name of a company of a legal entity): Place of residence (office of the legal entity): Postal code: City/Town... Street:... House / flat number: PESEL, REGON (or other identification number): Personal ID N o :. 5. Correspondence address (best contact phone #)... Shares, for which the subscription is made: 1. Number of Offered Shares, on which the subscription is made:... (in worde:...) 2. Brokerage house, where the Offered Shares are to be deposited KDPW Code of the brokerage house, where the Offered Shares are to be deposited Number of securities account Subscription certificate number... Note: The Investor holds the sole responsibility for the consequences being a result of an improperly filled form. Page 269

270 DECLARATION OF THE PERSON MAKING THE DISPOSAL Rank Progress S.A. Issue Prospectus I hereby make an irrevocable disposal of deposition all Offered Shares of Rank Progress S.A. allocated to me on a securities account specified above. I oblige to inform the POK, where I have made the subscription, in a written form, about all changres related to my securities account. I agree for this form to be filled with a subscription certificate number by an employee of the CSP in a case, when monetary assets will not arrive on the account of CSO until the moment of subscription... Date and signature of the person who makes the disposal Date of subscription submission Signature and stamp of the subscription collector The Investor holds the sole responsibility for the consequences being a result of an improperly filled form. Appendix N o 3 Declaration of interest in a purchase of Offered Shares of Rank Progress S.A. DECLARATION OF INTEREST IN A PURCHASE OF OFFERED SHARES OF RANK PROGRESS S.A. Next number... The goal of the declaration of interest in a purchase of Offered Shares is to define the size of demand for Offered Shares of Rank Progress S.A. and it can be used to define the issue price of shares. The price of Offered Shares should be defined in this Purchase Declaration as an approximation 0,01 zł. The declared number of Offered Shares should be a multiple of 10 pieces. The declared number of Offered Shares should not be less than 100 pieces and no more than the number available in the Tranche, in which the subscription will be made. We expect, that in a case of definition of the issue price equal to or lower than the price defined by you in the Purchase Declaration for Offered Shares, it will be changed into the subscription entry related to the Offered Shares. We also empahise, that this Purchase Declaration does not constitute a subscription as understood according to the Prospectus of Rank Progress S.A. Additionally, it is not binding for any of the parties with the execption of preferences of priority of allocation of Offered Shares for the participants of the book building process, described in the Prospectus. 1. Date Name and surname (company) Address (office) Correspondence address (tel/fax) Identity document, PESEL, REGON or other identification number Currency status... I hereby declare interest in the purchase of Offeres Shares of Rank Progress S.A. according to the rules specified in the Issue Prospectus. Number of Offered Shares:... Price of Offered Shares:... I will make a subscription in the Tranche... Fax N o and address for invitations sent in the Institutional Investors Tranche... Page 270

271 Date and signature of the person submitting Purchase Declaration.. Date of Declaration submission and signature and stamp of the person accepting the Purchase Declaration CONFIRMATION OF PURCHASE DECLARATION USE I hereby confirm the use of Purchase Declaration according to the rules specified in the Issue Prospectus Date and signature of the person submitting Purchase Declaration.. Date of confirmation and signature and stamp of the person accepting the Purchase Declaration Appendix N o 4 - List of subscription points accepting subscriptions for shares List of CSPs N o Brokerage house Address City Phone 1 DM IDMSA Mały Rynek Kraków (012) DM IDMSA ul. Króla Kazimierza Wielkiego Olkusz (032) DM IDMSA ul. Wałowa Tarnów (014) DM IDMSA ul. Nowogrodzka 62 b Warszawa (022) DM IDMSA ul. Batorego Racibórz (032) DM IDMSA Rynek 36B II piętro Nysa (077) DM IDMSA ul. Zwycięstwa Gliwice (032) DM IDMSA ul. Kościuszki Katowice (032) DM IDMSA ul. 3 maja 18/ Lublin (081) DM IDMSA ul. Bukowska Poznań (061) DM IDMSA ul. Sienkiewicza 82/84 2 nd floor of Zenit Office Centre Łódź (042) DM IDMSA ul. Jagiellońska 85 / Szczecin (091) DM IDMSA ul. Świdnicka 18/20, 3 rd floor Wrocław (071) Page 271

272 Appendix 5 The Status STATUS OF THE STOCK PARTNERSHIP (uniform text dated ) 1. GENERAL STATEMENTS 1.1 The name of the partnership is: Rank Progress Spółka Akcyjna. The Partnership can also use an abbreviated name: Rank Progress S.A. 1.2 In the international trade, the partnership can use the name: Rank Progress with a proper suffix, indicating the legal form of the partnership. 1.3 The Partnership is located in Legnica. 1.4 The Partnership acts on the territory of the Republic of Poland and abroad. 1.5 The Partnership can create branches, factories, representative offices and other organisational units on the territory of its activity. 1.6 The Partnership can be a shareholder/partner in other partnerships in Poland and abroad, it can also participate in all legally accepted organisational-legal ventures. 1.7 The Partnership is meant to exist permanently. 1.8 The Partnership was created as a result of transformation of a partnership named: Bartnicki, Mroczka E.F.RANK PROGRESS Spółka Jawna (general partnership) located in Legnica, registered in the Business Entities Register with the KRS number: in the District Court for Wrocław - Fabryczna in Wrocław, IX Economic Department of the National Court Register, according to a resolution of the partners of this Partnership, included in the protocol prepared by a notary, Elżbieta Rączkowska Martyn in a Notarial Office in Legnica on October 1 st, 2007, included in Repertorium A with the number 11956/07, the assets of which, as a company, are brought to the partnership created by the transformation, while retaining the same proportions of current capital levels of the partners, according to the opinion and a report of an expert auditor from a study of transformation plan and evlauation of assets and credits as of May 31 st, 2007, as well as from a financial report for the period from to The Founders of the Partnership created as a result of the transformation, are partners of the Partnership of the company name: Bartnicki, Mroczka E.F.RANK PROGRESS Spółka Jawna (general partnership) located in Legnica, namely, the following people: 1) Andrzej Wojciech Bartnicki, 2) Jan Roman Mroczka. 2. SUBJECT OF ACTIVITY OF THE PARTNERSHIP 2.1 The subject of activity of the Partnership includes: Z deconstruction and demolition of buildings; ground works, Z execution of geological-engineering digs and drillings, Page 272

273 Page 273 Rank Progress S.A. Issue Prospectus Z Execution of general construction works related to buliding construction, Z Execution of general construction works related to bridges and tunnels, Z Execution of general construction works related to railroads and underground rail transport, Z Execution of general construction works related to pipings and electric HV networks Z Execution of general construction works related to IT lines and electroenergetic lines, Z Execution of general construction works related to construction of other land and water engineering objects, not classified elsewhere, Z Other specialistic construction works, not classified elsewhere, Z Execution of general construction works related to engineering objects, not classified elsewhere, Z Works related to habitable and inhabitable buildings, Z Execution of roof constructions and coverings, Z Construction of roads and highways, Z Construction workds of industrial pipelines and HV electric networks, Z Execution of electric installations, Z Execution of water-sewage, heat, gas and air-conditioning installations, Z Execution of electric installations, Z Security security systems management, Z Execution of other construction installations, Z Execution of other electric installations, Z - Execution of water-sewage, heat, gas and air-conditioning installations, Z - Plastering, Z Assembly of construction woodworks, Z - Flooring; wall-papering and cladding, Z Paiting and glassing, Z- Hotels and other accomodation sites, A - Restaurants and other fixed catering sites, Z Preparation and serving of drinks, Z Preparation and serving of food to external customers (catering), Z Other catering services, Land transport, Z Land transport of goods, Z - Execution of general construction works related to construction of other land and water engineering objects, not classified elsewhere, Z Implementation of construction projects related to building construction, Z Purchases and sales of real estates on own account, Z Leasing and management of owned or rented real estates, Z Marketing agencies, A Agency sales of time and place for marketing needs radio/tv, B - Agency sales of place for marketing needs printed media, C - Agency sales of time and place for marketing needs - electronic media (Internet), D - Agency sales of time and place for marketing needs other media, Z Sound and music recording, Z Other IT services, not classifies elsewhere, Z Specialistic design services, Z Other professional, scientifical and technical activity, not classified elsewhere, Z Leasing of intellectual and similar goods, excluding pieces protected by law, Z Payments services and loan offices, Z Other activity supporting business activity, not classified elsewhere, Z Hairdressing and other cosmetic services, Z School-unrelated forms of sport education and sport/leisure activities, Z Activity of sites for improvement of phyiscal stamina, Z Services for improvement of physical stamina, Wholesale trade, excluding wholesale car trade Retail trade, excluding retail car trade Z Accounting services; tax advisory, Z Forestry-related services, Z - Public relations and communication, Z Other advisory services related to business activity and management,

274 Z Education support B Management and control of business activity, Z Activity of financial holdings, Z Activity of head offices and holdings, excluding financial holdings. 2.2 Undertaking activity, which requires a licence or a permission, depends on obtaining the said documents by the Partnership. 3.1 Capitals and funds. 3. CAPITAL OF THE PARTNERSHIP AND OTHER SHARES The Partnership creates the following capitals and funds: a) company capital, b) supply capital, c) reserve capitals The Partnership holds the right to create other reserve and target funds defined by the General Assembly. The General Assembly makes decisions on the methods of using the supply capital and target funds The supply capital is created on the basis of art c.c.c. from deductions from the net, yearly profit. The deduction on this capital cannot be smaller than 8% of the profit meant to be divided. The deduction on supply capital can be abandoned, when this capital reaches at least 1/3 of the company capital. Additionally, surpluses obtained from issues of shares over their nominal value, extra charges from additional priviledged assigned to shares, other extra charges from the shareholders, which do not increase company capital and amounts obtained from reevaluation of fixed assets will be assigned to the supply capital Regardless of the supply capital, the Partnership can create a reserve capital from the yearly profit, which is used to cover losses of the Partnership, or to other means. The reserve capital will be formed on the basis of a resolution of the General Assembly. 3.2 Company capital Company capital is equal to ,00zł. (three millions two hundred and fifty thousands one hundred and ninety two zlotys) and it is divided into: a) (sixteen millions two hundred and fifty thousands nine hundred and sixty) registered shares Series A, with a nominal value of 0,10 zł (ten groszy) each, with numbers from to , b) (sixteen millions two hundred and fifty thousands nine hundred and sixty) normal shares to bearer Series B, with a nominal value of 0,10 zł (ten groszy) each, with numbers from to , Series A shares are registered shares, priviledged in regard to the voting during the General Assembly in such a way, that each share has two votes assigned The company capital of the Partnership can be increased as a result of issues of new shares, on the basis of a resolution of the General Assembly The Partnership holds the right to issue registered shares and shares to bearer. An exchange of registered shares into shares to bearer requires a previous permission of the Board. Shares to bearer cannot be changed into registered shares Shares of the Partnership can be redeemed. A redemption of shares requires a resolution of the General Assembly (with the exception of art c.c.c.) and a permission of the shareholder, whose shares are meant to be redeemed erased The Partnership can issue debt securities, including bonds exchangable for shares and bonds with the right of priority of obtaining shares of the Partnership. The Partnership also holds the right to issue subscription warrants. 4. THE MANAGEMENT OF THE PARTNERSHIP Page 274

275 4.1 The Management of the Partnership consists of: The Board, The Supervisory Board, The General Assembly. 5. THE BOARD 5.1 Competences of the Board The Board is an executive organ of the Partnership, it manages its current activity and represents it outside The Board makes decisions in all issues related to the Partnership, which are not restricted for the competences of the General Assembly and the Supervisory Board by legal regulations, this Status or by a resolution of the General Assembly. 5.2 Members of the Board The Board consist of 2 to 5 members, including a Chairman, elected by the Supervisory Board by a normal majority of votes. The number of the Board members is defined by the Supervisory Board Members of the Board are elected for a collective, 3-year term The Board Members can be elected for future terms A Board Member who resigns, is obliged to notify the Supervisory Board of this fact, in a written form. 5.3 Representation of the Partnership The Board represents the Partnership in the court and outside the court To make declarations and signing documents in the name of the Partnership, a cooperation is needed: 5.4 Board Meetings. - The Board Chairman, alone, - Two Board Members together, a Board Member with a procurator With the exception of p of this chapter, the Board makes decisions as resolutions during meetings called for by the Board Chairman or by a Board Member, or by the Supervisory Board, additionally the Board Meetings will take place any time the interest of the Partnership requires it, however, at least once a montg Resolutions of the Board can be also made outside the meetings of the Boards in a written form, or by using telecommunication means, under the condition, that all Board Members have been notified about the contents of the project of the resolution. Voting in the mode described in the previous sentence can be called for by the Board Chairman or by any Board Member Resolutions of the Board are passed by a normal majority of votes, while if they are made during Board meeting, the presence of at least half of the Board members in necessary for the resolution to become valid. If the vote numbers (for and against) are equal, the decision is made by the vote of the Board Chairman. 5.5 Detailed rules of functioning of the Board will be defined in the Rules of the Board, created by the Board and approved by the Supervisory Board. 5.6 The Supervisory board represents the Partnerships in agreements and disputes between the Partnership and the Board members. Agreements related to rights and duties of the Board members will be signed by the Chairman of the Supervisory Board, and in the case of his absence by a member of the Supervisory Board, who is granted with the mandate of the Supervisory Board, under the condition that such agreements have been previously approved by a resolution of the Supervisory Board. Other legal actions between the Partnership and the Board members wil be executed according to the same procedure. 5.7 Salaries of the Board Members is defined by the Supervisory Board. 5.8 Investment Plan The Board is obliged to create an Investment Plan and to present it to the Supervisory Board. Page 275

276 Page 276 Rank Progress S.A. Issue Prospectus The Board prepares the Investment Plan quarterly and includes in it all transactions, which it is suppose to implement in the period covered by the Plan. In particular, transactions of purchase or sale of real estates, fixed assets, shares or participations in other entities, companies or organised parts thereof should be included in the Investment Plan The Board presents the Investment Plan to the Supervisory Board for approval, no later than 21 days before the start of the period covered in the plan The Supervisory Board makes a resolution on the Investment Plan during the next meeting after the plan has been presented by the Board. The Supervisory Board can accept the entire Investment Plan or a part of it. The Supervisory Board also can accept the Investment Plan under the condition, that changes, modifications or additions will be made to it Implementation of transactions included in an Investment Plan approved by the Supervisory Board, also those mentioned in , does not require another approval of the Supervisory Board. 6.1 The Supervisory Board. 6. THE SUPERVISORY BOARD The Supervisory Board consists of 5 to 9 members, including a Chairman and a Deputy Chairman The term of members of the first Supervisory Board ends on the date of approval of the financial report for the year 2008 by the General Assembly The first Supervisory Board consists of 5 (five) members Members of the next Supervisory Boards are elected by the General Assembly, for a collective 3-year term It is acceptable to elect the same people to the Supervisory Board, for the next terms. 6.2 Members of the Supervisory Board are elected and dismissed by the General Assembly. 6.3 The Supervisory Board acts on the basis of its Rules it creates, which define its structure and methods of execution of actions. 6.4 Supervisory Board Meetings The Supervisory Board makes its decisions in a form of a resolution during meetings called for by the Supervisory Board Chairman or, if the call is impossible to be made by the Chairman, by the Supervisory Board Deputy Chairman. The authorised person, specified in the previous sentence, calls for the meeting of the Supervisory Board by own initiative, or within two weeks from the date the application of the Board or of a member of the Supervisory Board is received. The application defined in the previous sentence, should be submitted in a written form, with a proposed order of the meeting Members of the Board can be invited to the Supervisory Board meetings, excluding meetings directly related to the Board Members, especially their revocation, responsibility and salary determination The meetings of the Supervisory Board will be held as necessary, but at least once a month Resolutions of the Supervisory Board Resolutions of the Supervisory Board can be passed, if at least half of its members is present at the meeting, and all its members have been invited at least 3 working days before the planned meetings. Resolutions of the Supervisory Board will also be valid then, if its member notified in a period shorter than that specified in the previous sentence declares in a written form, that he/she agrees for the resolution of the Supervisory Board to be passed Members of the Supervisory Board can participate in making resolutions of the Supervisory Board, voting in a written form, through another member of the Supervisory Board The Supervisory Board can make resolutions in a written form or by using telecommunication means. Voting in the mode defined in the previous sentence can be ordered by the Supervisory Board Chairman, or by a Supervisory Board Member or a Board Member. The statement of the p is respectively applied to making resolutions in the way defined in this point The detailed method of making resolution, including resolutions in the written mode, will be defined in the Rules of the Supervisory Board.

277 6.4.5 erased The Supervisory Board can make resolutions outside the meetings, in a written form or by using telecommunication means, under the condition that all its members have been notified about the contents of the project of the resolution. Voting in the mode defined in the previous sentence can be ordered by the Supervisory Board Chairman, or by a Supervisory Board Member or a Board Member Resolution of the Supervisory Boards are passed with a normal majority of votes. If the votes are divided equally (for and against), the result is decided by the vote of the Supervisory Board Chairman At least two members of the Supervisory Boards should be independent, however, lack of an independent member in the Supervisory Board does not influence its ability to perform actions and the validity of these actions taken by the Supervisory Board, in particular, of the made resolutions. 6.5 The contracts forming the basis on which the Board members perform their duties, are signed by the Supervisory Board Chairman, and in the case of his absence another authorised member of Supervisory Board. The same mode is applied to other legal actions between the Partnership and a Board member. 6.6 The Supervisory Board constantly monitors the activity of the Partnership. Except for matters defined in the regulations of the Commercial Company Code and other statements of the Status, competences of the Supervisory Board include: Evaluation of financial reports of the Partnership and reports of the Board, as well as evaluation of applications of the Board regarding profit division or loss covering, and presentation of the yearly written report on the results of the evaluation to the General Assembly, Representation of the Partnership in the agreements and disputes with the Board members, Suspension in functions, based on important reasons, of the particular Board members and assigning the member of the Supervisory Board to a temporal execution of duties of the Board members, who cannot execute their duties, Approving the rules of the Board, Making resolutions mentioned in of the Status, Agreement to or signing a contract or a greater number of bound contracts, by which the Partnership accepts obligations with value exceeding PLN (in words: five million zlotys), Agreement to a purchase or disposal of elements of fixed assets, i.e. non-materials and legal values, with value exceeding PLN (in words: five million zlotys), Purchase and disposal of real estates, rights of perpetual use or participations in real estates, with value exceeding PLN (in words: five million zlotys), Agreement to make pre-payments for the shareholders of the Partnership by virtue of an expected dividend, Designation and change of expert auditors studying the financial reports of the Partnership, Agreement to purchases of own shares by the Partnership in order to redeem them, Agreement to signing any contracts of a Board member or to obtaining a benefit from the Partnership and from any other entity related to the Partnership, Agreement to signing of a significant contract by the Partnership with an entity related to the Partnership, to a member of a Supervisory Board or to a member of the Board or entities related to them, Agreement to signing agreements by the Partnership on shares subissues, Agreement to election of a procurator by the Board, Defining the level of salaries of the Board members, Agreement to employment of managerial staff, erased Agreement to issuing subscription warrants by the Partnership. 6.7 In order to perform all aforementioned actions, the Supervisory Board can study all documents, request reports and explanations from the Board and from the employees and to make revisions of the assets of the Partnership. 6.8 Salaries of the Supervisory Board members are defined by the General Assembly. 7.1 Competences of the General Assembly. 7. THE GENERAL ASSEMBLY The General Assembly has competences defined in this Status, the c.c.c and other legal regulations Purchases and sales of real estates, rights of perpetual use or participation in a real estate do not require a resolution of the General Assembly. 7.2 Calling for a General Assembly. Page 277

278 7.2.1 An Ordinary General Assembly will take place within 6 (six) months after the end of each tax year, General Assemblies take place in Legnica or in Warsaw The General Assembly is called for by the Board or by other organs of the partnership, which are granted this law by virtue of c.c.c General Assemblies are called for as defined by c.c.c. 7.3 Resolutions of the General Assembly The General Assembly is valid and it can make resolutions regardless of the number of represented shares The resolutions are made by a normal majority of valid votes, unless the regulations of the c.c.c. or of this Status state otherwise The pledgers and share users are entitled to execute their voting rights from shares. 7.4 The General Assembly is opened by the Chairman of the Supervisory Board or another member of Supervisory Board, and in the case of their absence by a Board member 7.5 The General Assembly can make its own Rules, which contain a detailed definition of the mode of organisation and execution of the meetings. 8. THE ACCOUNTING 8.1 A calendar year and a tax year are equivalent. The first tax year ends on December 31 st, The yearly balance, account of results, yearly report and all other reports required by law should be prepared by the Board within three years after the end of each tax year. 8.3 The Shareholders have the right of participation in the profit listed in the financial report, studied by an expert auditor, which has beem assigned by the General Assembly for payment to the shareholders. 8.4 The Boad is authorised to make pre-payments for the shareholders by virtue of predicted dividend at the end of the tax year, retaining all proper regulations of the Commercial Companies Code. Payment of the pre-payment needs to be approved by the Supervisory Board. 8.5 The Supervisory Board selects expert auditors for studies of the accounting books of the Partnership before the end of each tax year. 9. LIQUIDATION OF THE PARTNERSHIP 9.1 Dissolution of the Partnership takes place as a result of a resolution of the General Assembly or in other cases provided by law. 9.2 The dissolution of the Partnership takes place after the execution of liquidation. 9.3 The liquidation is executed under the name of the Partnership with a suffix in liquidation. 9.4 Liquidators of the Partnership are elected and dismissed by the Supervisory Board. The Supervisory Board defines the number of liquidators. 9.5 The General Assembly and the Supervisory Board keep their competences until the end of the liquidation erased 10. FINAL STATEMENTS 10.2 In the case of expiration or cessation of personal rights, the statements of the Status related to such personal rights, which have expired or which have been cessated, will be replaced by proper c.c.c. regulations. A one-time cessation of the right to execute personal rights does not cause a permanent expiration of these personal rights In cases not regulated by this Status, regulations of the Commercial Companies Code, and other proper legal regulations, are applied Extracts of this act can be given to the partners and to the Partnership in any number of copies The costs of signing this contract and of the registration of the partnership are covered by the partnership undergoing transformation. Page 278

279 Page 279 Rank Progress S.A. Issue Prospectus

280 Appendix N o 6 Summary of estimated operates defining the market value of real estates N o Name of independent expert Real estate name/locatio n Street Parcel N o Area (ha) Mortgage registry N o Value from operate Difference related to the value revealed in the consolidated financial report for the period from January 1 st to June 30 th, 2009 Evaluation date On-site view Ownership form 1 Polish Properties Sp. z o.o. (authors: Krzysztof Grzesik licence N o 9 and Marta Jurek-Maciak licence N o 4164) Galeria Piastów I / Legnica ul. N. M. Panny 6 243, 836/1 0,3033 LE1L/ /0 812, 813 0,1339 LE1L/ / PLN (equivalent to EUR acc. to the mean NBP rate of the evaluation date = 4,2602) Difference: PLN The report includes a fair value of PLN tj. equivalent of euro acc. to the mean NBP rate of the evaluation date = 4,4696 PLN/EUR Perpetual use 2 Polish Properties Sp. z o.o. (authors: Krzysztof Grzesik licence N o 9 and Marta Jurek-Maciak licence N o 4164 Galeria Piastów II i III / Legnica ul. Grodzka ul. Grodzka ul. Środkowa 837 0,2497 LE1L/ /1 789/1 0,5365 LE1L/ /3 851/3 0,0909 LE1L/ / PLN (equivalent to EUR acc. to the mean NBP rate of the evaluation date = 4,2602) Difference: PLN The report includes a fair value of PLN tj. equivalent of EUR acc. to the mean NBP rate of the evaluation date = 4, Perpetual use of 851/3 parcel, other: ownership Page 280

281 Polish Properties Sp. z o.o. (authors: Krzysztof Grzesik licence N o 9 and Marta Jurek-Maciak licence N o 4164 Polish Properties Sp. z o.o. (authors: Krzysztof Grzesik licence N o 9 and Marta Jurek-Maciak licence N o 4164 ul. N. M. Panny /1 0,2213 LE1L/ / PLN commercial area evaluation (equivalent to EUR acc. to the mean NBP rate of the evaluation date = 4,2602) PLN apartment area evaluation (equivalent to EUR acc. to the mean NBP rate of the evaluation date = 4,2602) Difference: PLN The report includes a fair value of PLN tj. equivalent of EUR acc. to the mean NBP rate of the evaluation date = 4,4696 Difference: PLN The report includes PLN acc. to the manufacturing cost minus updating extracts Design and Consulting Services Interprojekt (author: Jerzy Niebudek licence N o 2363) Stary Browar / Legnica Ul. Witelona ,8601 LE1L/ / PLN Difference: PLN The report includes a value of ,42 PLN acc. to the purchase price Perpetual use 4 Design and Consulting Services Interprojekt (author: Jerzy Niebudek licence N o 2363) Fortepiany / Legnica Ul. Senatorsk a /5, 594/6, 594/7, 594/8 1,0797 LE1L/ / PLN Difference: PLN The report includes a fair value of PLN acc. to the evaluation dated r Perpetual use Page 281

282 5 Design and Consulting Services Interprojekt (author: Jerzy Niebudek licence N o 2363) Kamienica (head office of the Partnership) / Legnica Ul. Złotoryjsk a /1, 338/2 0,1076 LE1L/ / PLN Difference: PLN The report includes a value of ,23 PLN acc. to the purchase price Perpetual use 6 Polish Properties Sp. z o.o. (authors: Krzysztof Grzesik licence N o 9 and Krzysztof Doliński licence N o 4881) Twierdza Commercial Centre/ Kłodzko Ul. Noworud zka 2 6/2, 6/3, 6/4, 6/5 i 6/6 3,6688 SW1K/ / PLN - (equivalent to EUR acc. to the mean NBP rate of the evaluation date = 4,2215) Difference: PLN The report includes a fair value of PLN tj. equivalent of EUR acc. to the mean NBP rate of the evaluation date = 4, Perpetual use of 3/3 parcel, other: ownership 7 Emmerson Evaluation (authors: Dariusz Książak licence N o 3734 and Marta Wojciechowska licence N o 4602) Kłodzko Ul. Noworud zka 3/4, 3/5 1,835 3/2 2,0011 SW1K/ / 1 SW1K/ / PLN Difference: PLN The report includes a value of ,61 PLN acc. to the purchase price Ownership 8 Design and Consulting Services Interprojekt (author: Jerzy Niebudek licence N o 2363) Zamość ul. Kilińskieg o / ul. Przemysł owa 38/2, 38/3, 38/4 40/5, 40/6 0,7518 ZA1Z/ /0 0,1634 ZA1Z/ /5 38/25 0,2586 ZA1Z/ /7 38/14 0,1141 ZA1Z/ /5 38/22, 40/4 2,7851 ZA1Z/ / PLN Difference: PLN The report includes a value of ,80 PLN acc. to the purchase price Right of perpetual use of parcels 38/2, 38/3, 38/4, 40/1, 40/5, 40/6, 38/25, 38/14, 38/22, 40/4, 38/18, 38/21, 38/23, 38/11, 38/12, 38/13, 38/9, Page 282

283 38/8 0,1251 ZA1Z/ /7 38/10 and ownership of 38/18, parcels 38/8, 38/21, 1,8127 ZA1Z/ /6 38/7, 38/20, 38/23 38/24, 38/27, 38/11, 38/12, 38/13 0,2591 ZA1Z/ /9 38/29, 38/30 i 39/1. 38/9, 38/10 0,2052 ZA1Z/ /1 38/7, 38/20, 38/24, 38/27, 38/29, 38/30 0,5934 ZA1Z/ /0 39/1 0,3005 ZA1Z/ /1 9 Design and Consulting Services Interprojekt (author: Jerzy Niebudek licence N o 2363) Dąbrowa Górnicza Ul. Graniczna / Al. Zagłębia Dąbrowsk iego 5/2, 11/15, 13/1, 14/2, 8/2, 17/2, 4/1, 4/3, 11/27, 15/4, 16/2, 20/9, 20/11 0,9600 KA1D/ / PLN Difference: PLN The report includes a value of ,18 PLN acc. to the purchase price % share in ground ownership 10 Design and Consulting Services Interprojekt (author: Jerzy Niebudek licence N o 2363) Grudziądz Ul. Konarskie go 3/1, 3/3, 4/1, 3/101 1,8299 TO1U/ / PLN Difference: PLN The report includes a value of ,07 PLN acc. to the purchase price Ownership Page 283

284 3/2 1,8740 WR1K/ / 2 11 Savills Sp. z o.o. (author: Karina Szafrańska licence N o 4487) Wrocław Ul. Białowies ka 3/15 3,7720 3/7 0,3118 3/4 0,1397 WR1K/ / 4 WR1K/ / 0 WR1K/ / PLN Difference: PLN The report includes a value of ,90 PLN acc. to the purchase price Perpetual use 3/5 0,7436 WR1K/ / 6 12 CB Richard Ellis (authors: Maciej Wójcikiewicz licence N o 3359 and Piotr Śliż licence N o 4715) Katowice Ul. Olimpijsk a nr 11 74/22, 74/24, 74/29, 74/30, 74/40, 92/11, 74/43 0,8410 KA1K/ / PLN - (equivalent to EUR acc. to the mean NBP rate of the evaluation date = 4,2437) Difference: 0 PLN The report includes a value of PLN acc. to purchase price, minus updating extracts Perpetual use Design and Consulting Services Interprojekt (author: Jerzy Niebudek licence N o 2363) Savills Sp. z o.o. (author: Karina Szafrańska licence N o 4487) Zgorzelec Zgorzelec gm. Zgorzelec, obręb Łagów gm. Zgorzelec, obręb Łagów 499/10 0, /11 0, /5, 506/6 506/15 0, /16 0,1369 JG1Z/ /4 0,1225 JG1Z/ /3 JG1Z/ / PLN Difference: PLN The report includes a fair value of PLN acc. to evaluations dated and Ownership 516 0,6285 JG1Z/ / PLN Ownership 15 Savills Sp. z o.o. (author: Karina Szafrańska Zgorzelec gm. Zgorzelec, obręb 630 0, ,8042 JG1Z/ / PLN Ownership Page 284

285 licence N o 4487) Łagów 632 0, Design and Consulting Services Interprojekt (author: Jerzy Niebudek licence N o 2363) Piekary Osiedle / Legnica Al. Piłsudskie go / ul. Jaskółcza 154 1,8600 LE1L/ / PLN Difference: PLN The report includes a fair value of PLN acc. to an evaluation dated December 7 th, Ownership 17 Design and Consulting Services Interprojekt (author: Jerzy Niebudek licence N o 2363) Piekary Osiedle / Legnica Al. Piłsudskie go / Jaskółcza 157 0,5100 LE1L/ / PLN At the time of the financial report this real estate has not been purchased yet Ownership 18 Design and Consulting Services Interprojekt (author: Jerzy Niebudek licence N o 2363) Jelenia Góra Ul. Grodzka - Jasna 17/33 0,2984 JG1J/ / PLN Difference: PLN The report includes a value of ,18 PLN, acc, to the purchase prices Perpetual use 19 Design and Consulting Services Interprojekt (author: Jerzy Niebudek licence N o 2363) Skarżysko - Kamienna ul. Paryska 14 25/3 31/2 0, /2 18/3 0, PLN Difference: PLN The report includes a value of ,48 PLN acc. to the purchase price Ownership Page 285

286 20 Design and Consulting Services Interprojekt (author: Jerzy Niebudek licence N o 2363) Stargard Szczeciński gm. Stargard Szczecińs ki, obręb Lipnik 571/4 3,3346 SZ1T/ / PLN Difference: PLN W sprawozdaniu ujęto wartość ,56 PLN wg ceny nabycia Ownership Page 286