Legal basis

Article 56.1.2 of the Public Offering Act - current and periodic information

In connection with proposed amendments to the Issuer's Articles of Association, the Management Board of Rank Progress S.A. (the 'Issuer') below communicates proposed amendments to the Issuer's Articles of Association to be adopted at the Ordinary General Shareholders Meeting of Rank Progress S.A. on 26 June 2015 (the 'OGSM').

Proposed amendments to the Company's Articles of Association:

The Ordinary General Shareholders Meeting of Rank Progress S.A. in Legnica by Resolution No. 23/06/2015 amends section 3.2.1 of the Issuer's Articles of Association as follows:

'3.2.1 The share capital amounts to not less than PLN 3,718,355.00 (three million seven hundred eighteen thousand three hundred and fifty five zloty) and not more than PLN 5,058,355.00 (five million fifty eight thousand three hundred and fifty five zloty)and is divided into:
a) 12,750,960 (twelve million seven hundred and fifty thousand nine hundred and sixty) series A1 registered preference shares with a par value of PLN 0.10 (ten grosz) each, assigned numbers from 00000001 to 12,750,960,
b) 3,500,000 (three million five hundred thousand) series A2 registered preference shares with a par value of PLN 0.10 (ten grosz) each, assigned numbers from 00000001 to 03,500,000,
c) 16,250,960 (sixteen million two hundred fifty thousand nine hundred and sixty) series B ordinary bearer shares of with a par va1ue of PLN 0.10 (ten grosz) each, assigned numbers from 00000001 to 16,250,960,
d) 4,643,130 (four million six hundred forty three thousand one hundred and thirty) series C ordinary bearer shares with a par va1ue of PLN 0.10 (ten grosz) each, assigned numbers from 00000001 to 04,643,130.
e) 38,500 (three thousand eight hundred and fifty) series D ordinary bearer shares with a par va1ue of PLN 0.10 assigned numbers from 00000001 to 00.038.500,
f) not less than 10 (ten) and not more than 13,400,000 (thirteen million four hundred thousand) series E ordinary bearer shares with a par value of PLN 0.10 (ten grosz) each, assigned numbers from 00000001 to 13,400,000.'

to read as follows:

'3.2.1 The share capital amounts to PLN 3,718,355.00 (three million seven hundred eighteen thousand three hundred and fifty five zloty) and is divided into:
a) 12,750,960 (twelve million seven hundred and fifty thousand nine hundred and sixty) series A1 registered preference shares with a par value of PLN 0.10 (ten grosz) each, assigned numbers from 00000001 to 12,750,960,
b) 3,500,000 (three million five hundred thousand) series A2 registered preference shares with a par value of PLN 0.10 (ten grosz) each, assigned numbers from 00000001 to 03,500,000,
c) 16,250,960 (sixteen million two hundred fifty thousand nine hundred and sixty) series B ordinary bearer shares of with a par va1ue of PLN 0.10 (ten grosz) each, assigned numbers from 00000001 to 16,250,960,
d) 4,643,130 (four million six hundred forty three thousand one hundred and thirty) series C ordinary bearer shares with a par va1ue of PLN 0.10 (ten grosz) each, assigned numbers from 00000001 to 04,643,130.
e) 38,500 (three thousand eight hundred and fifty) series D ordinary bearer shares with a par va1ue of PLN 0.10 assigned numbers from 00000001 to 00.038.500.'

Additionally, the Ordinary General Shareholders Meeting of Rank Progress S.A. in Legnica by Resolution No. 24/06/2015 amends section 3.2.2 of the Issuer's Articles of Association as follows:

'Series A1 and A2 shares are registered shares, with each share conferring the right to vote at the General Meeting in such a way that there are two votes per one share.'

to read as follows:

'Series A1 shares are registered shares, with each share conferring the right to vote at the General Meeting in such a way that there are two votes per one share.'

Additionally, the Ordinary General Shareholders Meeting of Rank Progress S.A. in Legnica by Resolution No. 25/06/2015 amends section 5.6 of the Issuer's Articles of Association as follows:

'In the agreements and disputes between the Company and members of the Management Board, the Company is represented by the Supervisory Board. Agreements concerning members' rights and obligations of the Management Board shall be signed by the Chairman of the Supervisory Board, and in the case of his absence, by another member of the Supervisory Board authorized by the Supervisory Board, with the prior approval of such agreements in the form of a resolution by the Supervisory Board. Other legal acts between the Company and the members of the Management Board shall be made in accordance with the same procedure.'

to read as follows:

'In the agreements and disputes between the Company and members of the Management Board, the Company is represented by the Supervisory Board. Agreements concerning members' rights and obligations of the Management Board shall be signed by the Chairman of the Supervisory Board, and in the case of his absence, by another member of the Supervisory Board authorized by the Supervisory Board.'

Additionally, the Ordinary General Shareholders Meeting of Rank Progress S.A. in Legnica by Resolution No. 26/06/2015 amends section 6.4.3 of the Issuer's Articles of Association as follows:

'Meetings of the Supervisory Board shall be held whenever needed, or at least than once a month.'

to read as follows:

'Meetings of the Supervisory Board shall be held whenever needed, or at least than three times a financial year'.

Additionally, the Ordinary General Shareholders Meeting of Rank Progress S.A. in Legnica by Resolution No. 27/06/2015 deletes section 6.6.12 of the Issuer's Articles of Association as follows:

'approving conclusion by a member of the Management Board of any contract or obtaining any benefit from the Company and any entity associated with the Company'

Legal basis

Art. 38.1.2 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information published by the issuers of securities and conditions for recognizing as equivalent information required by the laws of non-member states.

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