Global City Holdings
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Current report No. 41/2015 dated 21 July 2015. Resolutions adopted at the Extraordinary General Meeting of Shareholders of Global City Holdings N.V. held on 21 July 2015 in Rotterdam

The Board of Directors of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) announces that the following resolutions were adopted at the Extraordinary General Meeting of the Company’s shareholders held on 21 July 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.

At the meeting, 55,1% of the Company's issued share capital was present or represented, whichshareholders jointly have the power to exercise 57,8% of all effective votes.

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Resolution No. 1 of 21 July 2015 of the Extraordinary General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands as set out in agenda item (B). regarding authorization of the Board of Directors for a period of 18 months to repurchase up to 20,769,368 Shares (including any Shares tendered in the Repurchase Offer) for a price of 47.7 PLN per Share

 

§1

The Extraordinary General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) resolves by unanimous vote to authorize  the Board of Directors for a period of 18 months to repurchase up to 20,769,368 Shares (including any Shares tendered in the Repurchase Offer) for a price of 47.7 PLN per Share1.

1 subject to applicable withholding tax

§2

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

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Resolution No. 2 of 21 July 2015 of the Extraordinary General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands as set out in agenda items (C ). regarding approval of the delisting of the Company from the WSE promptly following the completion of the Repurchase Offer, and conversion into a B.V.

§1

The Extraordinary General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) resolves by unanimous voteto approve the delisting of the Company's Shares from the WSE (the "Delisting") as soon as possible following the completion of the Repurchase Offer, and conversion into a B.V.

 §2

This resolution comes into force on the day of its adoption, however, will only be effectuated upon completion of the formalities required under the Warsaw Stock Exchange regulations.

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Resolution No. 3 of 21 July 2015 of the Extraordinary General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands as set out in agenda item (D) regarding amendment of Articles of Association of the Company

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The Extraordinary General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) resolves by unanimous vote:

(a)          To amend the Articles of Association of the Company to read as set out in the proposed notarial deed of amendment (notariële akte van statutenwijziging) (the "Deed of Amendment") that has been made available for inspection at www.globalcityholdings.com and until the end of the ExtraordinaryGeneral Meeting at the Company's offices.

(b)         To authorize each lawyer, notary, deputy notary and paralegal of Jones Day Amsterdam with the right of substitution (recht van substitutie) (the "Appointee"), to make any amendments of a technical nature deemed necessary or appropriate to the extent that such amendments do not alter the content of the Deed of Amendment, to execute the proposed Deed of Amendment and to do everything the Appointee may determine to be appropriate in connection with the amendment of the Articles and the execution of the proposed Deed of Amendment.

§2

This resolution comes into force on the day of its adoption, however, will only be effectuated upon enactment of the Deed of Amendment.

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Resolution No. 4 of 21 July 2015 of the Extraordinary General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands as set out in agenda item (E ) regarding authorization of the Board of Directors under article 107a of the Dutch Civil Code to sell all, or substantially all, of the assets of the Companyin the event that the Delisting is not successful 

§1

The Extraordinary General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) resolves by unanimous vote that, in the event that the Delisting is not successful, to authorize the Board of Directors under article 107a of the Dutch Civil Code to sell all, or substantially all, of the assets of the Company.

§2

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

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