Inter Cars : Current Report No. 18 / 2017 Registration of amendments to the Company’s Articles of Association

POLISH FINANCIAL SUPERVISION AUTHORITY

Text of the report:

Further to Current Report No. 8/2017 of March 17th 2017, the Management Board of Inter Cars S.A. (the "Company") announced that today it has received a decision of the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, to register the amendments to the Company‟s Articles of Association adopted under Resolution No. 4 of the Extraordinary General Meeting of March 17th 2017 (the "Extraordinary General Meeting"). The amendments were registered on May 17th 2017.

In the Articles of Association the following Art. 18a shall be added: "Art. 18a.

1. The voting rights of shareholders holding over 33% (thirty-three per cent) of total voting rights at the Company shall be limited so that none of these shareholders can exercise at a General Meeting more than 33% (thirty-three per cent) of total voting rights existing at the Company as at the General Meeting date. The above limitation shall not apply for the purpose of determining the obligations of buyers of major holdings of shares, as provided for in the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (the "Public Offering Act").

2. For the purposes of the voting cap pursuant to Art.18a.1, the voting rights of shareholders linked by a parent-subsidiary relationship shall be aggregated as specified below.

3. A shareholder within the meaning of Art. 18a.1 shall be any person, including its parent or subsidiary, that is entitled, directly or indirectly, to vote at the General Meeting, on the basis of any legal title, including persons who do not hold any Company shares, in particular usufructuaries, pledgees, or holders of rights under depositary receipts, as defined in the Act on Trading in Financial Instruments of July 29th 2005, as well as persons entitled to participate in the General Meeting despite having disposed of their shareholdings after the

   record date.

4. For the purpose of this section, a parent or a subsidiary shall be any person that:

5. meets the relevant criteria set forth in Article 4.1.4 of the Commercial Companies Code, or

6. is a parent, a subsidiary, or both a parent and a subsidiary, within the meaning of the Act on Competition and Consumer Protection of February 16th 2007; or

7. is a parent, a higher-tier parent, a subsidiary, a lower-tier subsidiary, a jointly- controlled entity or both a parent (including a higher-tier parent) and a subsidiary (including a lower-tier subsidiary and a jointly-controlled entity) within the meaning of the Accountancy Act of September 29th 1994, or

8. exerts (in the case of a parent) or is subject to (in the case of a subsidiary) decisive influence within the meaning of the Act on the Transparency of Financial Relations between State Authorities and State-Controlled Enterprises, and on Financial Transparency of certain Enterprises, dated September 22nd 2006, or

9. whose voting rights conferred by Company shares, held directly or indirectly, are aggregated with the voting rights of other person or persons pursuant to the Act on Public Offering in connection with the holding, disposal or acquisition of major holdings of Company shares.

10. Shareholders whose voting rights are aggregated or reduced in accordance with the rules specified in Art. 18a.2−6 shall be jointly referred to as a "Shareholder Grouping". The aggregation of voting rights shall consist in adding up all voting rights held by individual shareholders comprising a Shareholder Grouping. The reduction of voting rights shall consist in decreasing the total number of voting rights held at the General Meeting by shareholders comprising a Shareholder Grouping. The reduction of voting rights shall be made as follows:

11. for each shareholder in the Shareholder Grouping the percentage of voting rights held by that shareholder in the aggregated number of voting rights of the entire Shareholder Grouping is calculated;

12. the number of voting rights equivalent to 33% (thirty-three per cent) of total voting rights existing at the Company as at the General Meeting date is calculated;

13. for each shareholder their percentage of total voting rights specified in Art. 18a.6a) is multiplied by the number of voting rights specified in Art. 18a.6b);

14. the number of voting rights for each shareholder in the Shareholder Grouping after the said reduction is the result obtained pursuant to Art. 18a.6c) rounded up to one voting right;

15. the voting cap shall also apply to shareholders absent from the General Meeting.

16. In order to determine the basis for aggregation or reduction of voting rights, each of the Company‟s shareholders, the Management Board, the Supervisory Board, and individual members of these bodies, as well as the Chairperson of the General Meeting, may request that a Company shareholder who recorded its participation in the General Meeting disclose whether it is a parent or a subsidiary of any other Company shareholder within the meaning of Art. 18a.4.

17. When in doubt, the provisions on the voting cap shall be interpreted in accordance with Art.

    65.2 of the Civil Code.

18. The voting cap referred to in this Article 18a shall expire if one of the shareholders acquires (in its own name and for its own account) and registers for the General Meeting shares conferring over 50% (fifty per cent) of total voting rights at the Company out of which all the shares whose number results in exceeding 33% (thirty-three per cent) of total voting rights at the Company and all the shares above this threshold are acquired by that shareholder through a tender offer concerning all shares in the Company, announced in accordance with the Public Offering Act."

19. In connection with the addition of new Art. 18a, the consolidated text of the Articles of Association is adopted, reading as follows:

    "ARTICLES OF ASSOCIATION
20. GENERAL PROVISIONS

    Art. 1

    The Company‟s name shall be Inter Cars Spółka Akcyjna. Art. 2

    The Company‟s registered office shall be in Warsaw. Art. 3

21. The Company may operate in Poland and abroad.

22. The Company may form branches, affiliates and establishments in Poland and outside Poland, and join other companies, cooperatives and business organisations. The Company may also acquire and dispose of shares and other equity interests in other companies.

23. Art. 4

    The Company‟s duration shall be unlimited.

24. SCOPE OF BUSINESS

    Art. 5

    The Company‟s business shall include:

25. Wholesale and retail trade in motor vehicles; repair of motor vehicles PKD 45,

26. Wholesale trade, except of motor vehicles PKD 46,

27. Support activities to agriculture and post-harvest crop activities PKD 01.6,

28. Manufacture of paper stationery PKD 17.23.Z,

29. Printing and reproduction of recorded media PKD 18,

30. Manufacture of basic metals PKD 24,

31. Manufacture of machinery and equipment n.e.c. PKD 28,

32. Manufacture of motor vehicles, trailers and semi-trailers, except of motorcycles PKD 29,

33. Manufacture of other transport equipment PKD 30,

34. Repair and installation of machinery and equipment PKD 33,

35. Waste collection, treatment and disposal activities; materials recovery PKD 38,

36. Retail trade, except of motor vehicles PKD 47,

37. Land transport and transport via pipelines PKD 49

38. Warehousing and support activities for transportation PKD 52,

39. Publishing activities PKD 58,

40. Computer programming, consultancy and related activities PKD 62,

41. Information service activities PKD 63,

42. Real estate activities PKD 68,

43. Activities of head offices; management consultancy activities PKD 70,

44. Architectural and engineering activities; technical testing and analysis PKD 71,

45. Scientific research and development PKD 72,

46. Advertising and market research PKD 73,

47. Other professional, scientific and technical activities PKD 74,

48. Rental and leasing activities PKD 77,

49. Employment activities PKD 78,

50. Travel agency, tour operator reservation service and related activities PKD 79,

51. Services to buildings and landscape activities PKD 81,

52. Office administrative, office support and other business support activities PKD 82,

53. Other education n.e.c. PKD 85.59.B,

54. Educational support activities PKD 85.60.Z,

55. Repair and maintenance of computers and peripheral equipment PKD 95.11.Z.

56. If a licence or permit is required under other regulations to launch a business activity, the Company shall obtain the relevant licence or permit prior to commencing such activity, or shall fulfil other statutory requirements specified for that activity.