Capital Park S.A. — Major Shareholding Notification 2019

Jul 11, 2019

Notifying party:

MIRELF VI B.V.

Cuserstraat 93 1081 CN Amsterdam, the Netherlands

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

Komisja Nadzoru Finansowego (Polish Financial Supervision Authority) Pl. Powstańców Warszawy 1 00-950 Warsaw, Poland

NOTIFICATION

Acting on behalf of MIRELF VI B.V. (the "Tenderor"), pursuant to Article 77 Section 7 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) (the "Polish Public Offering Act"), we hereby give notice of the indirect acquisition by the Tenderor of 556,595 (five hundred fifty-six thousand five hundred ninetyfive) shares in Capital Park S.A. with its registered office in Warsaw ("CPSA") corresponding to 556,595 (five hundred fifty-six thousand five hundred ninety-five) votes at the General Meeting of CPSA and giving the right to exercise (rounded to the second decimal place) 0.51% of the total number of votes at the general meeting of CPSA (the "Shares") resulting from the settlement on 5 July 2019 (the "Settlement") of the share purchase transactions executed under the tender offer to subscribe for the sale of shares in CPSA announced by the Tenderor on 28 May 2019 pursuant to Article 73 Section 2 Item 1 of the Polish Public Offering Act (the "Tender Offer"). The Shares were acquired by Townsend Holding B.V. with its registered office in Amsterdam, being a direct subsidiary of the Tenderor ("Townsend"), which acted as a buyer under the Tender Offer.

Prior to the Tender Offer, on the day of announcing the Tender Offer, the Tenderor held indirectly, through Townsend, 70,943,843 (seventy million nine hundred forty-three thousand eight hundred forty-three) shares in CPSA constituting 65.49% of the shares in the share capital of CPSA, corresponding to 70,943,843 (seventy million nine hundred forty-three thousand eight hundred forty-three) votes at the general meeting of shareholders of CPSA constituting 65.49% of the votes at the general meeting of shareholders of CPSA. Prior to the Tender Offer and on the day of announcing the Tender Offer, the Tenderor did not hold directly any shares in CPSA.

Upon the Settlement and as at the date of this notification, the Tenderor holds indirectly, through Townsend, 71,500,438 (seventy-one million five hundred thousand four hundred thirty-eight) shares in CPSA constituting (rounded to the second decimal place) 66% in the share capital of CPSA, corresponding to 71,500,438 (seventy-one million five hundred thousand four hundred thirty-eight) votes at the general meeting of shareholders of CPSA constituting (rounded to the second decimal place) 66% of the votes at the general meeting of shareholders of CPSA. Upon the Settlement and as at this notification, the Tenderor does not directly hold any shares in CPSA.

There are no subsidiaries of the Tenderor other than Townsend that hold any shares in CPSA.

The Tenderor 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.

No subsidiaries of the Tenderor hold any financial instruments relating to shares in CPSA.

Moreover, as disclosed in the Tenderor'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 Tenderor 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 Tenderor an option under which the Tenderor 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 Tenderor granted CPH an option under which CPH is entitled to sell to the Tenderor 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 shareholders of CPSA constituting 5.564% of the votes at the general meeting of shareholders 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 Tenderor is entitled or obliged to indirectly acquire under the Option Agreement, calculated pursuant to Article 696 Section 2 of the Polish Public Offering Act, 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 shareholders of CPSA, constituting 5.520% of the votes at the general meeting of shareholders of CPSA.

The Tenderor 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 Tenderor 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 will not change, the Tenderor would hold indirectly, through Townsend and Patron Townsend, 77,481,431 (seventy-seven million four hundred eighty-one thousand four hundred thirty-one) votes at the general meeting of shareholders of CPSA constituting 71.52% of the votes at the general meeting of shareholders of CPSA.

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