Capital Park S A : Załącznik nr 2 do uchwały zarządu w sprawie przyjęcia procedury wypłaty dywidendy w euro za 2021 przez Capital Park

THE PROCEDURE FOR THE PAYING OUT OF DIVIDEND IN EURO BY CAPITAL

PARK S.A.

1. LEGAL BASIS
   This procedure (the "Procedure") has been established by the management board of Capital Park S.A. (the "Company") and adopted by resolution of the Company's management board No. 1 of 30 June 2022 based on the authorisation granted pursuant to § 1 section 3, 3rd sentence of resolution No. 08/06/2022 of the Ordinary General Meeting of Capital Park S.A. of 29 June 2022 regarding the manner of the distribution of profit for the financial year of 2021 (the "General Meeting Resolution").
2. TERMS OF PAYING OUT DIVIDEND IN EURO

1. Required documents
   The right to receive a dividend in euro to be paid by the Company pursuant to the General Meeting Resolution (the "Dividend in Euro") is held by each shareholder entitled to a dividend pursuant to the General Meeting Resolution who submits to the Company, within the time and in the manner as provided in section 2.2 below, a request for payment of the Dividend in Euro (the "Request") which will comprise:
2. 1. an understanding correctly filled and signed by or on behalf of the shareholder, substantially in the form attached as the schedule to this procedure (form of the Understanding) (the "Understanding");
   2. a depository certificate valid as at the dividend date, i.e. 8 July 2022 (the "Dividend Date") and covering the shares with respect to which the Dividend in Euro is to be paid, and with respect to shares held in an omnibus account - a document issued by the holder of the omnibus account in accordance with Article 10 section 2 of the act on trading in financial instruments, and as at the Dividend Date; and
   3. the documents referred to in section 4 of this Procedure.
3. Delivery of the Request
   Subject to the following paragraphs, the Request comprising the filled in and signed Understanding with the schedules thereto, and other documents referred to in section 2.1, must be delivered to the Company no later than on 5 July 2022 in the original (hard copy), by hand or by courier, to the following address:
   Capital Park S.A.
   ul. Franciszka Klimczaka 1 02-797 Warsaw
   For the attention of: the management board.
   The Understanding with schedules thereto and other documents referred to in section 2.1 may also be provided in electronic form signed with the qualified electronic signature of the shareholder (or persons authorised to represent the shareholder). In such case the documents need to be sent no later than on 5 July 2022 to the following email addresses of the Company:

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[e-mail] and [e-mail].

The Company will confirm the receipt of the documents sent to the abovementioned email address. The lack of confirmation of receipt of the documents by the Company will mean that the Request has not been delivered.

The option of delivery of the documents in electronic form does not apply to the shareholder's tax residency certificate (if it is required under section 4) and other documents (e.g. the registered depository certificate), if such form is not permissible by law or the entity (other than a shareholder) issuing such documents is unable to issue them in electronic form with a qualified electronic signature or qualified electronic seal. The documents referred to in the preceding sentence need to be delivered as originals no later than on 5 July 2022.

3. TIMETABLE

29	June 2022	The adoption of the General Meeting Resolution
29	June - 5 July 2022	Company's acceptance of the Requests from shareholders who wish to
(inclusive)	receive the Dividend in Euro
30	June - 8 July 2022	The conclusion of the Understandings by the Company with the
		shareholders who provided the Company with the Request concerning the
		receipt of the Dividend in Euro
8 July 2022	The Dividend Date
No later than at 5 p.m. (CET)	The delivery by the Company of the information to the National Depository
on 8 July 2022	of Securities (Krajowy Depozyt Papierów Wartościowych S.A.) (NDS), and
		to the participants keeping securities accounts or omnibus accounts,
		pursuant to § 121 section 3 of the Detailed Rules of NDS
20	July 2022	The date of announcement by the president of the National Bank of Poland
		of the euro exchange rate which will be applied to calculate the amount of
		the Dividend in Euro
21	July 2022	Dividend payment date

4. DOCUMENTS REQUIRED IN CONNECTION WITH THE COMPANY DISCHARGING THE FUNCTION OF REMITTER OF WITHHOLDING TAX

The Company will act as a remitter of income tax with respect to the Dividend in Euro which will be paid by the Company directly to the shareholders (i.e. otherwise than through the settlement system of the NDS).

Consequently, with respect to those payments, the Company will be subject to certain obligations related to the calculation and collection of income tax, and the remittance of such tax to the tax authorities at the proper time. In addition, the Company will also be subject to the obligation of obtaining the following documents required to determine the correct rules of taxation of the dividend payments, including an application of exemption from or any decreased rates of withholding tax:

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1. with respect to shareholders who are natural persons subject to unlimited tax liability in Poland pursuant to Article 3 (1) of the act of 26 July 1991 on personal income tax (Journal of Laws of 2021, item 1128, as amended) (the "PIT Act"):
   a statement of the taxpayer that he or she is subject to unlimited tax liability in Poland pursuant to Article 3(1) of the PIT Act;
2. with respect to shareholders who are natural persons subject to limited tax liability in Poland pursuant to Article 3(2a) of the PIT Act:
3. 1. a statement of the taxpayer that he or she is subject to limited tax liability in Poland pursuant to Article 3(2a) of the PIT Act;
   2. an up-to-date original certificate of tax residency issued by the competent tax administration authority of the place of residence of the taxpayer; if the residency certificate does not state the validity thereof, the taxpayer is required to present a residency certificate issued no more than 11 months prior to the date of presentation thereof;
   3. a statement of the taxpayer that he or she is a related party of the Company within the meaning of Article 23m(1)(4) of the PIT Act;
   4. a statement of the taxpayer that he or she is the beneficial owner referred to in Article 4a(33) of the PIT Act, in terms of the dividend paid thereto;
   5. a statement of the taxpayer that it does not conduct any business in Poland through a permanent establishment, within the meaning of the relevant double tax treaty, and that the shareholding, with regard to which the dividend is paid, is not related to the operations of such establishment;
4. with respect to shareholders who pay corporate income tax in Poland and are subject to unlimited tax liability in Poland pursuant to Article 3(1) of the act of 15 February 1992 on corporate income tax (Journal of Laws of 2021, item 1800, ss amended) (the "CIT Act"):
5. 1. a statement of the taxpayer that it is subject to unlimited tax liability in Poland pursuant to Article 3(1) of the CIT Act;
   2. a statement of the taxpayer that, in terms of the amounts paid, the conditions referred to in Article 22(4)(4), Article 22(4a) and Article 22(4d) of the CIT Act have been satisfied (with respect to payers of CIT benefiting from the tax exemption pursuant to Article 22(4) of the CIT Act);
6. with respect to shareholders who pay corporate income tax in Poland and are subject to limited tax liability in Poland pursuant to Article 3(2) of the CIT Act:
7. 1. an up-to-date original certificate of tax residency issued by the competent tax administration authority of the place of residence of the taxpayer; if the residency certificate does not state the validity thereof, the taxpayer is required to present a residency certificate issued no more than 11 months prior to the date of the presentation thereof;
   2. a statement of the taxpayer that with respect to the paid out amounts, the conditions referred to in Article 22(4)(4), Article 22(4a) and Article 22(4d) of the CIT Act have been

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satisfied (with respect to payers of CIT benefiting from the tax exemption pursuant to Article 22(4) of the CIT Act);

1. a statement of the taxpayer that it does not conduct any business in Poland through a permanent establishment, within the meaning of the relevant double tax treaty, and that the shareholding, with regard to which the dividend is paid, is not related to the operations of such establishment;
2. a statement of the taxpayer that it is the beneficial owner as referred to in Article 4a(29) of the CIT Act, with respect to the dividend paid thereto;
3. a statement of the taxpayer that it is a related party of the Company within the meaning of Article 11(4) of the CIT Act;
4. an opinion of reputable tax advisors from among the big four (KPMG, Deloitte, PWC, EY) confirming the satisfaction of the conditions referred to in items (b) and (d);
5. a copy of the financial statements for the most recent financial year - provided that such document may be delivered by the shareholder also after the conclusion of the Understanding.

If the total value of the amounts paid based on the grounds presented in Article 21(1)(1) and Article 22(1) of the CIT Act to a related party within the meaning of the CIT Act exceeds in any given tax year of the Company a total of PLN 2,000,000 in favour of the same taxpayer, the Company is required, pursuant to Article 26(2e) of the CIT Act, to withhold, as a remitter, on the date of making the payment, a flat rate income tax from such payment at the rate of 19% of any surplus over the amount of PLN 2,000,000 without the possibility of not withholding the tax based on any double taxation treaty and also without applying any exemptions or rates based on any special laws or double taxation treaties.

The Company may benefit from the right not to comply with the obligation under Article 26(2e) of the CIT Act, if, as a result of the verification and analysis of obtained documents and information, it does not become aware of any grounds that would justify the assumption of the existence of any circumstances that would exclude the option of applying a tax rate or exemption, or the possibility of not withholding tax, based on special laws or double tax treaties. In order to exercise such right the Company may demand the shareholder to provide additional information, explanations and documents. The Company will not be required to benefit from the entitlement referred to in Article 26(2e) of the CIT Act.

5. CONSEQUENCES OF THE FAILURE TO DELIVER THE REQUIRED DOCUMENTS In the event that the shareholder delivered the Request, but:

1. failed to deliver to the Company the documents referred to in section 4; or
2. the information in the documents referred to in section 4 justifies the assumption that there are circumstances which preclude the application, to the revenues received on account of the dividend paid to the shareholder, of a discounted flat rax rate or an exemption, or the possibility of not withholding any tax, based on special laws or double tax treaties,

then the Company will inform the shareholder of such fact no later than on 8 July 2022. In the event referred to above, the Company will conclude the Understanding with such shareholder and will pay the Dividend in Euro to such shareholder directly, i.e. otherwise than through the

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settlement system of the NDS by withholding income tax with respect to the Dividend in Euro in the amount calculated with the assumption that such shareholder is subject to unlimited tax liability in Poland.

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