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Dom Development S.A. Major Shareholding Notification 2019

May 21, 2019

5588_rns_2019-05-21_dce46c3b-e226-45ce-877a-3e45c5f082ae.pdf

Major Shareholding Notification

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    1. Polish Financial Supervision Authority Trading Supervision Departament PI. Powstańców Warszawy 1 00-950 Warsaw
    1. Management Board of Dom Development S.A. Pl. Piłsudskiego 3 00-078 Warsaw

21 May, 2019

NOTIFICATION

Pursuant to article 69 section 1 point 1 of the Act of 29 July, 2005 on Public Offerings and Conditions for Introducing Financial Instruments into an organized Trading System and Public Companies (Consolidated text: Journal of Laws of 2019, item 623), ("Public Offering Act"), SCOP Poland S.à r.l., a private limited liability company (société à responsabilité linitée), existing and organised under the laws of the Grand Duchy of Luxembourg, with its registered office at 412F, Route d'Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés de Luxembourg) under number B101812 ("SCOP Poland S.à r.l."), hereby informs of an excess of 50% in the stake it holds in the total number of votes at the General Meeting of Shareholders of Dom Development S.A., a joint stock company with its registered office in Warsaw, registered in the National Court Register, District Court in Warsaw, XII Commercial Division of National Court Register, under number 0000031483 ("the Company").

The acquisition is a result of a cross-border merger of Dom Development B.V. with its corporate seat in Rotterdam, ("Dom Development B.V.") with the major shareholder of Dom Development B.V., i.e. SCOP Poland S.à r.i., conducted within the meaning of Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law, as a result of which:

i. Dom Development B.V. ceased to exist,

To:

  • ii. SCOP Poland S.à r.l., as the acquiring company, acquired all assets of Dom Development B.V., as the company being acquired,
  • iii. SCOP Poland S.à r.l. entered into all the rights and obligations of Dom Development B.V., as the company being acquired.

The merger has become effective on 17 May 2019, i.e., the date of publication of the minutes of the general meeting of SCOP Poland S.à r.l. approving the above-mentioned cross-border merger, in the Luxembourg official electronic publication platform (Recueil Electronique des Sociétés et Associations).

Prior to the merger, SCOP Poland S.à r.l. indirectly held, taking into account the Company's shares held by the dependent company, i.e. Dom Development B.V., 9,469,408 shares in the Company, representing 37.77% of the Company's share capital and an entitlement of 9,469,408 voting rights, i.e. 37.77% of the total number of voting rights at the Company's General Meeting of Shareholders.

As a result of the events described above, SCOP Poland S.à r.l. now holds 14,155,941 shares in the Company, representing 56.47% of the Company's share capital and an entitlement of 14,155,941 voting rights i.e. 56.47% of the total number of voting rights at the Company's General Meeting of Shareholders, i.e. the same amount as Dom Development B.V. held before the merger described above.

None of the SCOP Poland S.à r.l.'s dependent entities holds any shares of the Company.

SCOP Poland S.à r.l. has not concluded an agreement referred to in Article 87 section 1 point 3 letter c) of the Public Offering Act, i.e. agreement regarding a transfer of the right to exercise voting rights.

SCOP Poland S.à r.l. does not hold any financial instruments which after its due date unconditionally entitle or oblige their holder to purchase shares with voting rights issued by the Company, referred to in Article 69b section 1 point 1 of the Public Offering Act.

SCOP Poland S.à T.l. does not hold any financial instruments which refer indirectly or directly to Company shares, and which have economic effects similar to the effects of the financial

instruments described in the previous sentence, referred to in Article 69b section 1 point 2 of the Public Offering Act.

SCOP Poland,S.à r.1. : Laurence MOSTADE Sophie Dİ LORENZO Manager Manager