Capital Park S.A. — Major Shareholding Notification 2019

Dec 12, 2019

Notifying party:

MIRELF VI B.V.

Cuserstraat 93 1081 CN Amsterdam, the Netherlands (hereinafter referred to as the "Company")

Capital Park S.A. ul. Franciszka Klimczaka 1 02-797 Warsaw, Poland

Komisja Nadzoru Finansowego (Polish Financial Supervision Authority) ul. Piękna 20 00-549 Warsaw, Poland

NOTIFICATION

Acting on behalf of the Company, pursuant to Article 69 Section 1 Item 1 of the Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to the Organized Trading System and Public Companies of 29 July 2005 (consolidated text: Dz. U. of 2019, Item 623, as amended) (the "Polish Public Offering Act"), we hereby give notice of the direct acquisition by the Company of 71,964,356 (seventy one million nine hundred sixty four thousand three hundred fifty six) shares in Capital Park S.A. with its registered office in Warsaw ("CPSA") constituting approximately 66.43% (rounded to the second decimal place) in the share capital of CPSA, corresponding to 71,964,356 (seventy one million nine hundred sixty four thousand three hundred fifty six) votes at the General Meeting of CPSA constituting approximately 66.43% (rounded to the second decimal place) of the votes at the General Meeting of CPSA (the "Shares") resulting from the completion of the merger procedure of the Company and its direct subsidiary Townsend Holding B.V. with its registered office in Amsterdam ("Townsend") (the "Merger") as a result of which on 12 December 2019 Townsend was merged into the Company and ceased to exist.

Prior to the Merger, the Company did not hold directly any shares in CPSA and held indirectly, through Townsend, the Shares, i.e. 71,964,356 (seventy one million nine hundred sixty four thousand three hundred fifty six) shares in CPSA constituting approximately 66.43% (rounded to the second decimal place) in the share capital of CPSA, corresponding to 71,964,356 (seventy one million nine hundred sixty four thousand three hundred fifty six) votes at the General Meeting of CPSA constituting approximately 66.43% (rounded to the second decimal place) of the votes at the General Meeting of CPSA.

Upon the completion of the Merger and as at the date of this notification, the Company holds directly the Shares, i.e. 71,964,356 (seventy one million nine hundred sixty four thousand three hundred fifty six) shares in CPSA constituting approximately 66.43% (rounded to the second decimal place) in the share capital of CPSA, corresponding to 71,964,356 (seventy one million nine hundred sixty four thousand three hundred fifty six) votes at the General Meeting of CPSA constituting approximately 66.43% (rounded to the second decimal place) of the votes at the General Meeting of CPSA.

Upon the completion of the Merger and as at the date of this notification, the Company does not indirectly hold any shares in CPSA.

As at the date of this notification, there are no direct subsidiaries of the Company that directly or indirectly hold any shares in CPSA, or any financial instruments relating, directly or indirectly, to shares in CPSA referred to in Article 69 Section 4 Items 7 and 8 of the Polish Public Offering Act.

The Company is not a party to any agreement on the transfer of the rights to exercise the voting rights vested in CPSA's shares, within the meaning of Article 87 Section 1 Item 3 Letter c) of the Polish Public Offering Act.

Moreover, as disclosed in the Company's notification of 13 May 2019 (please see CPSA current report No. 19/2019 dated 13 May 2019), under the put and call option agreement executed on 13 May 2019 between the Company and CP Holdings S.à r.l. with its registered office in Luxembourg, the Grand Duchy of Luxembourg ("CPH") (the "Option Agreement"), CPH granted to the Company an option under which the Company is entitled to purchase from CPH the shares representing the entire issued share capital of Patron Townsend S.à r.l. with its registered office in Luxembourg, the Grand Duchy of Luxembourg ("Patron Townsend") (the "Call Option"). Moreover, pursuant to the Option Agreement, the Company granted CPH an option under which CPH is entitled to sell to the Company shares representing the entire issued share capital of Patron Townsend (the "Put Option"). As of the date of the Option Agreement Patron Townsend was the sole owner of 5,980,993 (five million nine hundred eighty thousand nine hundred ninety-three) shares in CPSA constituting 5.564% of shares in the share capital of CPSA (currently 5.520% of shares in the share capital of CPSA), corresponding to 5,980,993 (five million nine hundred eighty thousand nine hundred ninety-three) votes at the General Meeting of CPSA constituting 5.564% of the votes at the General Meeting of CPSA (currently 5.520% of the votes at the general meeting of shareholders of CPSA).

As a result, as at the date of this notification, the number of shares in CPSA which the Company is entitled or obliged to indirectly acquire under the Option Agreement, calculated pursuant to Article 69b Section 2 of the Polish Public Offering Act and based on the number of shares in CPSA held by Patron Townsend as of the Option Agreement, amounts to 5,980,993 (five million nine hundred eighty thousand nine hundred ninety-three), which in turn amounts to 5,980,993 (five million nine hundred eighty thousand nine hundred ninety-three) votes at the General Meeting of CPSA, constituting 5.520% of the votes at the General Meeting of CPSA.

The Company does not hold any other financial instruments which after their maturity date entitle or oblige their holder unconditionally to acquire shares already issued by CPSA to which the rights to vote are attached, referred to in Article 69b Section 1 Item 1 of the Polish Public Offering Act.

The Company does not hold any financial instruments related, directly or indirectly, to CPSA's shares that give rise to any economic consequences similar to the consequences of the financial instruments indicated in paragraph above, referred to in Article 69b Section 1 Item 2 of the Polish Public Offering Act.

In aggregate and calculated pursuant to Article 69 Section 4 Item 9 of the Polish Public Offering Act, after the indirect acquisition of shares in CPSA on the terms set forth in the Option Agreement described above and based on the assumption that the number of shares in CPSA held by Patron Townsend as of the date of the Option Agreement will not change, the Company would hold, including indirectly, through Patron Townsend, 77,945,349 (seventy seven million nine hundred forty five thousand three hundred forty nine) votes at the General Meeting of CPSA constituting approximately 71.95% (rounded to the second decimal place) of the votes at the General Meeting of CPSA.

In addition to the above, pursuant to Article 6 Section 1 of the Commercial Companies Code the Company hereby notifies CPSA that as a result of the Merger, the Company has directly acquired the Shares and, at the same time, a relationship of control (dominance) that is referred to in Article 6 Section 1 of the Commercial Companies Code has been established between the Company, as a directly dominant company, and CPSA, as a dependent company. Accordingly, the relationship of the direct control (dominance) between Townsend and CPSA has ceased to exist.

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