Global City Holdings
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Jun

Current report No. 34/2015 dated 30 June 2015

The Board of Directors of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) announcesthat the following resolutions were adopted at the Annual General Meeting of the Company’s shareholders held on 29 June 2015 in Rotterdam at 210-212 Weena, the Netherlands at 15.00 hours (CET). The English-language version of the resolutions is the binding version.

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Resolution No. 1 of 29 June 2015

 

of

 

the Annual General Meeting of Shareholders of

Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands

as set out in agenda item no. 3.

 

regarding the adoption of the annual accounts for the financial year 2014____________________________________________________________________________

 

§1

 

The Annual General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) resolves to adopt the annual accounts of the Company for the financial year 2014 in accordance with the accounts included in the Annual Report 2014.

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 2 of 29 June 2015

of

 

the Annual General Meeting of Shareholders of

Global City HoldingsN.V. with its corporate seat in Amsterdam, the Netherlands

as set out in agenda items no.5.

 

regarding the appropriation of the net profit for the financial year 2014.

____________________________________________________________________________

 

§1

 

The Annual General Meeting of Shareholders of Global City HoldingsN.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) resolves to acknowledge the decision by the Board of Directors to add the profit of the Company for the financial year 2014 in the amount of EUR 18.4 million  to the general reserve and to resolve to declare a dividend at nil for the financial year 2014 in accordance with the proposal of the Board of Directors included in the Annual Report 2014.

 

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 3 of 29 June 2015

of

 

the Annual General Meeting of Shareholders of

Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands

as set out in agenda item no.6.

 

regarding the Ratification of acts and discharge from liability of the executive director and member of the Board of Directors for his management tasks during the financial year 2014

____________________________________________________________________________

§1

 

The Annual General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to ratify all acts of and to grant discharge from liability (“décharge”) to the executive director and member of the Board of Directors for his management and executive tasks during the financial year 2014.

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 4 of 29 June 2015

 

of

 

the Annual General Meeting of Shareholders of

Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands

as set out in agenda item no.7.

 

regarding the ratification of acts and discharge  from liability of the non-executive directors and members of the Board of Directors for their supervisory tasks during the financial year 2014. ____________________________________________________________________________

§1

 

The Annual General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves toratify all acts of and to grant discharge from liability (“décharge”) to the non-executive directors, members (including  former members) of the Board of Directors for their non-executive tasks during the financial year 2014

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 5 of 29 June 2015

of

 

the Annual General Meeting of Shareholders of

Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands

as set out in agenda item no.9.

 

regarding the authorization of the Board of Directors to appoint the Company’s external auditor for the financial year 2015.

____________________________________________________________________________

§1

The Annual General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to authorize the Board of Directors to appoint the Company’s external auditor for the financial year 2015.

 

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 8of 29 June 2015

of

 

the Annual General Meeting of Shareholders of

Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands

as set out inagenda item no.10.

 

regarding the authorization of the Board of Directors under article 6.1 of the Company’s articles of association to issue shares in the Company.

____________________________________________________________________________

§1

 

The Annual General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to authorize the Board of Directors under article 6.1 of the Company's articles of association for a period of 5 years (expiring 29 June 2020) to issue shares in the Company with a maximum calculated by deducting the total number of outstanding shares at the time of the issue from the total number of shares as authorized at the time of the issue by the Authorized share capital of the Company and to authorize the Board of Directors under article 7.5 of the Company's articles of association to exclude or restrict, to the Board's full discretion, the pre-emption right of shareholders under article 7.2 of the articles of association.

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 9 of 29 June 2015

 

of

 

the Annual General Meeting of Shareholders of

Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands

as set out inagenda item no.11.

 

regarding the authorization of the Board of Directors under article 9.3. of the Company’s articles of association to acquire shares in the Company by the Company.____________________________________________________________________________

§1

 

The Annual General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to authorize the Board of Directors under article 9.3. of the Company's articles of association for a period of 18 months (expiring 29 December 2016) to repurchase shares in the Company as well as to authorize the Board of Directors to alienate existing shares in the Company, irrespective of whether such shares were repurchased or sold by the Company before or after the date of authorization, provided that the limitations of Article 2:98 of the Dutch civil code are duly observed as to the maximum number of shares that are repurchased and that the purchase price for such shares shall be: (a) (with respect to repurchases by way of tender offer) within a price range of the nominal value of the shares and a price equal to 110% of the average price on the WSE (such price to be equal to the arithmetic mean of the average daily volume-weighted prices) for the six-month period preceding the announcement of such tender offer; (b) (for repurchases which are not by way of tender offer) within a price range of the nominal value of the shares and 110% of the average share price as listed for the shares on the Warsaw Stock Exchange in the five days prior to the transaction.

§2

 

This resolution comes into force on the day of its adoption.

 

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Legal grounds: Article 5:53 and subsequent of the Dutch Act of 28 September 2006 on rules regarding the financial markets and their supervision (Act on Financial Supervision – Wft.) in conjunction with Articles 56.1.2 and 56.6 of the Act on Public Offerings, Conditions governing the Introduction of Financial Instruments to Organized Trading and on Public Companies of 29 July 2005.

 

Signature of person authorized to represent the Company:

Mr. Erez Yoskovitz, a proxy