A 82.05, ACONDICIONADAS EN JUEGOS PARA LA VENTA AL POR MENOR

The Issuer intends to apply for admission to trading and to list all the Issuer’s Shares, including the Offer Shares on the main market of the WSE. As a result, the Issuer will be subject to certain Polish securities and capital market regulations, in particular with respect to disclosure of information. The Issuer will also be subject to supervision of relevant regulatory authorities and of the PFSA in particular. Moreover, the Issuer, being incorporated under the laws of Netherlands, will be subject to certain aspects of the European Union and Dutch securities regulation as well as the Public Takeover Law.

The information set out below describes certain aspects of Dutch and Polish securities market regulation relevant in connection with the acquisition, holding and disposal of the Shares and is included for general information only. This summary does not purport to be a comprehensive description of all Dutch and Polish securities market regulatory considerations that may be relevant to a decision to acquire, hold or dispose of the Shares of the Issuer. Each prospective investor should consult a professional legal adviser regarding legal consequences of acquiring, holding and disposing of the Shares of the Issuer under the laws of their country and/or state of citizenship, domicile or residence.

This summary is based on legislation, published case law, treaties, rules, regulations and similar documentation, in force as at the date of this Prospectus, without prejudice to any amendments introduced at a later date and implemented with retroactive effect.

European Union Tender Offer Regulations

In respect of governing law, matters relating to the consideration offered in the case of a bid, in particular the price, and matters relating to the bid procedure, in particular the information on the decision to make a bid, the contents of the offer document and the disclosure of the bid, shall be dealt with in accordance with the rules of the Member State of the competent authority. In matters relating to the information to be provided to the employees of the offeree company and in matters relating to company law, in particular the percentage of voting rights which confers control and any derogation from the obligation to launch a bid, the applicable rules and the competent authority shall be those of the Member State in which the offeree company has its registered office.

Mandatory takeover bids

Polish regulations will govern the take-over bids. However, the threshold that is deemed to constitute the control is determined in accordance with Dutch law. According to Dutch law, any person or persons who individually or collectively, directly or indirectly, acquire 30 per cent. or more of the Issuer’s voting rights will be obliged to launch a public offer for all outstanding shares in the share capital of the Issuer. Shareholders acting in concert who have a combined interest of at least 30 per cent. of the voting rights will also be obliged to make a public offer. An exception is made for shareholder(s), such as the Selling Shareholder, who, individually or acting in concert, have a combined interest of at least 30 per cent. of the voting rights before the Offering and who still maintain such an interest after the Offering.

The Takeover Directive allows the Member States to introduce additional protection of the interests of the minority shareholders, such as the obligation to make a partial bid where the offeror does not acquire control of the company. Poland introduced such additional instruments.

Pursuant to Article 72 of the Polish Public Offerings Act, any acquisition of shares in a public company in secondary trading and within a period of less than 60 days by a shareholder who holds shares entitling it to less than 33 per cent. of votes at a general shareholders’ meeting, leading to the increase of its share in the total number of voting rights by more than 10 per cent., shall be effected exclusively through a public tender offer.

Furthermore, any acquisition of shares in a public company by a shareholder who holds shares entitling it to at least 33 per cent. of votes at a general shareholders’ meeting, in secondary trading and within a period of

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less than twelve months, leading to the increase of its share in the total number of voting rights by more than 5 per cent., shall be effected exclusively through a public tender offer.

Additionally a shareholder that wishes to cross the 33 per cent. voting rights threshold is obliged to launch a public tender for shares that will entitle it to hold 66 per cent. of votes. However, if the indicated thresholds are exceeded due to the acquisition of shares in a public offering, in-kind contribution, merger or division of a company, amendments to the articles of incorporation of the company or occurrence of certain other events, the shareholder must either launch a public tender as described above within three months, or sell the appropriate amount of shares so that the number of votes to which the shareholder is entitled is no more than 33 per cent. of votes.

It should be noted that Polish law explicitly excludes application of Polish regulations concerning thresholds only with respect to 66 per cent. threshold as the mandatory threshold under the Takeover Directive. In such cases, the Dutch threshold of 30 per cent. should apply. On the other hand, the additional threshold of 33 per cent. stipulated in Polish law is a separate obligation imposed by Poland irrespective of the Takeover Directive. Therefore, the announcement of a take-over bid when exceeding 30 per cent. of votes to satisfy the obligations imposed by the Takeover Directive should be deemed a different obligation from the obligation to announce a bid for 66 per cent. of votes when exceeding 33 per cent. of votes to satisfy additional Polish requirements. This could mean that if an investor announces a take-over bid when exceeding the 30 per cent. threshold and it fails to gain more than 33 per cent., it would also be obliged to announce a bid when exceeding the 33 per cent. threshold in the future.

The regulations set a number of detailed conditions to be followed in connection with a public tender offer, including without limitation the rules of determining the tender price, required security and settlement.

Squeeze-out and Sell-out Rules

After a public offer, a holder of at least 95 per cent. of the outstanding shares and voting rights has the right to require the minority shareholders to sell their shares to the majority shareholder. Any proceeding to require the minority shareholders to sell their shares to the majority shareholder must be filed with the Enterprise Chamber of the Court of Appeal of Amsterdam within three months after the end of the acceptance period of the public offer. Conversely, in such a case, each minority shareholder has the right to require the holder of at least 95 per cent. of the outstanding shares and voting rights to purchase its shares. The minority shareholder must file such claim with the Enterprise Chamber of the Court of Appeal of Amsterdam within three months after the end of the acceptance period of the public offer.

For situations not following a public offer, where a person or company or group company holds a total of at least 95 per cent. of the Issuer’s issued share capital by nominal value for its own account (the ‘‘controlling entity’’), Dutch law permits the controlling entity to acquire the remaining shares in the Issuer by initiating proceedings against the holders of the remaining shares. The price to be paid for such shares will be determined by the Enterprise Chamber.

Obligations of Shareholders to Disclose Holdings

Dutch law

Pursuant to chapter 5.3 of the Dutch Financial Supervision Act, any person who, directly or indirectly, acquires or disposes of an interest in the Issuer’s capital and/or its voting rights must immediately give written notice to the AFM by means of a standard form of such acquisition or disposal if, as a result of such acquisition or disposal, the percentage of capital interest and/or voting rights held by such person meets, exceeds or falls below the following thresholds: 5 per cent.,10 per cent.,15 per cent., 20 per cent., 25 per cent., 30 per cent., 40 per cent., 50 per cent., 60 per cent., 75 per cent. and 95 per cent.

For the purpose of calculating the percentage of capital interest or voting rights, the following interests must,

inter alia, be taken into account: (i) Shares directly held (or acquired or disposed of) by any person, (ii)

Shares held (or acquired or disposed of) by such person’s subsidiaries or by a third party for such person’s account or by a third party with whom such person has concluded an oral or written voting agreement, (iii)

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consideration for a payment and (iv) Shares which such person (directly or indirectly), or any third party referred to above, may acquire pursuant to any option or other right to acquire Shares. Special rules apply to the attribution of Shares which are part of the property of a partnership or other form of joint ownership. A holder of a pledge or right of usufruct in respect of Shares can also be subject to reporting obligations, if such person has, or can acquire, the right to vote on the Shares. The acquisition of (conditional) voting rights by a pledgee or beneficial owner may also trigger reporting obligations as if the pledgee or beneficial owner were the legal holder of the Shares.

Under the Dutch Financial Supervision Act the Issuer is required to file a report with the AFM promptly after the Settlement Date setting out the Issuer’s issued and outstanding share capital and voting rights. Thereafter the Issuer is required to notify the AFM promptly of any changes of 1 per cent. or more in the Issuer’s issued and outstanding share capital or voting rights. Other changes in the Issuer’s issued and outstanding share capital or voting rights must be notified periodically to the AFM. The AFM will publish all notifications by the Issuer of its issued and outstanding share capital and voting rights in a public register. If a person’s capital or voting rights meet or pass the above-mentioned thresholds as a result of a change in the Issuer’s issued and outstanding share capital or voting rights, such person is required to make a notification not later than on the fourth trading day after the AFM has published the Issuer’s notification as described above.

Each person whose holding of capital interest or voting rights amounts to 5 per cent. or more of the Issuer’s issued and outstanding share capital at the Settlement Date must notify the AFM of such holding without delay.

Pursuant to the Dutch Financial Supervision Act every managing and supervisory director must notify the AFM immediately after the Settlement Date of (a) the number of shares he holds and the number of votes he is entitled to cast in respect of the Issuer’s issued and outstanding share capital, and subsequently (b) each change in the number of shares he holds and each change in the number of votes he is entitled to cast in respect of the Issuer’s issued and outstanding share capital, immediately after the relevant change.

The AFM keeps a public register of all notifications made pursuant to these disclosure obligations and publishes any notification received.

Non-compliance with these disclosure obligations is an offence and may lead to criminal prosecution. The AFM may impose administrative penalties or a cease-and-desist order with penalties for non-compliance. Furthermore, the AFM is in principle obliged to publish the fact that it has imposed an administrative fine or issued a cease-and-desist order. In addition, a court can impose measures against any person who fails to notify, or incorrectly notifies, the AFM of matters required to be notified. A proceeding requiring that such measures be imposed may be instituted by the Issuer and/or one or more shareholders who alone or together with others represent(s) at least 5 per cent. of the Issuer’s issued and outstanding share capital. Such proceeding has to be initiated within three months from the date the person initiating the proceeding knew or should have known about the non-compliance.

The measures that the court may impose include:

• an order requiring the person violating the disclosure obligations under the Dutch Financial Supervision Act to make appropriate disclosure;

• suspension of voting rights in respect of such person’s Shares for a period of up to three years as determined by the court;

• declaring a resolution adopted by the General Meeting void, if the court determines that the resolution would not have been adopted but for the exercise of voting rights by a person who failed to comply with his notification obligation, or suspension of a resolution until the court makes a decision whether such resolution should be declared void; and

• an order to the person violating the disclosure obligations under the Dutch Act on Financial Supervision to refrain, during a period of up to five years as determined by the court, from acquiring Shares and/or exercising voting rights in respect of Shares.

Polish law

The Public Offering Act provides for disclosure obligations when acquiring or selling shares in a public company. In accordance with Article 69 of the Public Offering Act an investor must, within four business or six trading days (if the transaction is executed on the regulated market) from the date on which the shareholder becomes, or by exercising due diligence could have become, aware of the change in his share in the total vote, notify the PFSA and the company concerned (and the company concerned should reveal that information to the public through an information agency and the stock exchange) about:

• reaching or exceeding 5, 10, 15, 20, 25, 33, 50, 75 or 90 per cent. of the total number of voting rights at the general shareholders’ meeting of the company;

• selling shares owned by the investor so that they constitute less than 5, 10, 15, 20, 25, 33, 50, 75 or 90 per cent. of the total number of voting rights at the general shareholders’ meeting;

• a change in the number of shares currently owned by the investor by at least 2 per cent. if it currently holds more than 10 per cent. (but less than 33 per cent.) of the voting rights at the general shareholders’ meeting; and

• a change in the number of shares currently owned by the investor by at least 1 per cent. if it currently holds more than 33 per cent. of the voting rights at the general shareholders’ meeting.

The notification shall include information on the date and type of transaction resulting in the change in the number of shares held, the number of shares held prior to the transaction, the number of shares held after the transaction as well as information concerning further acquisitions or disposals of shares during the next 12 months, if the notification is made in connection with reaching or exceeding the 10 per cent. threshold, subsidiaries of the notifying investor, who hold company shares, persons with which the notifying investor entered into an agreement on the transfer of right to exercise voting rights.

Moreover the obligations described above also apply to the entity that has reached or exceeded a given threshold of total vote in connection with a legal event other than legal action, acquisition or disposal of financial instruments from which an unconditional right or obligation arises to acquire the already issued shares of a public company or indirect purchase of shares of a public company.

Disclosure of Information

Upon the implementation of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC in Poland the scope and content of disclosure obligations regarding current and periodic reports imposed on the Issuer may be regulated by Dutch law. Therefore, the Issuer may decide whether it will publish its current and periodic information only in English or also in the Polish language.

Insider Trading and Market Abuse

Dutch Law

The Issuer – pursuant to chapter 5.4 of the Dutch Financial Supervision Act and the rules promulgated there under in the Market Abuse Decree (Besluit Marktmisbruik WFT) – is required to have a code of conduct with rules governing the ownership of, and transactions in, the Shares.

Such a code of conduct must include, amongst others, rules relating to:

• the tasks and powers of the person appointed by the Issuer to make notifications on behalf of persons associating with the Issuer, who are required to make notifications to the AFM of the transactions in the Issuer’s securities pursuant to insider trading rules;

• the obligation of employees, members of the Board of Directors and managers with respect to the ownership of, and transactions in, the Shares; and

• if relevant, the period during which such persons may not effect transactions in the Shares.

The Issuer must also draw up a list of persons involved with the Issuer, under a contract of employments or otherwise, who could have access to inside information, to regularly update this list of persons and to inform persons on this list about the relevant prohibitions and sanctions in respect of insider trading and market abuse.

The Shares are further subject to the Dutch prohibitions on insider trading. Furthermore, the prohibition on disclosing inside information and the prohibition on market manipulation pursuant to the Dutch Financial Supervision Act apply in relation to any of the Shares that the Issuer holds. In case of violation of the Dutch market abuse rules, the AFM may take enforcement action. It may impose administrative fines and issue injunctions. Furthermore, the AFM is in principle obliged to publish the fact that it has imposed an administrative fine and/or issued an injunction, mentioning the name of the offender. In addition, non- compliance with certain prohibitions and obligations qualifies as a criminal offence.

Polish law

The Trading in Financial Instruments Act defines “insider information” as specific information relating to, directly or indirectly, the issuer, financial instruments (including securities) or acquisition or disposal of such financial instruments, if such information has not been disclosed to the public and, if so disclosed, it could materially influence the price of such financial instruments (or the price of derivative rights arising from such financial instruments).

Subject to certain exceptions, the public company is obliged to disclose the insider information promptly