CSSF Report As Filed in NYC Courts

Case 1:19-cv-03170-DLC Document 64-1 Filed 09/10/19 Page 1 of 57
BORTNICK DECLARATION
EXHIBIT A
REPORT ON THE EXISTENCEOF A CONCERTACTION
Between Mr Radovan VITEK, Mr Jean-Francols OTT and other persons named therein
with respect to Oreo Property Group S.A.
(the "Report")
1. Purpose and scope of Report. - This Report presents the findings and conclusions of the
investigation carried out by the Service MAF li- METIER SURVEILLANCE DES MARCHÉS D'ACTIFS
FINANCIERS of the CSSF (hereinafter the "MAF li Department") as regards the behavior of Mr
Radovan Vitek, Mr Jean-FrancoisOtt (or the "Main Concert Parties") and other persons named
herein (the "Secondary Concert Parties") with respect to Oreo Property Group S.A. ("OPG" or
"Oreo Property Group"), a Luxembourg company whose shares are currently admitted to trading
on the regulated markets of the Warsaw and Luxembourg stock exchanges (ISIN LU0122624777).
This Report aims more particularly to describe the evidence gathered by the CSSF which in the
opinion of the MAF li Department may allow to qualify the above-mentioned individuals and
entities further identified in this Report as persons acting in concert within the meaning of Article
2.1 (d) of the law of 19 May 2006 implementing Directive 2004/25/EC of the European Parliament
and of the Council of 21 April 2004 on takeover bids (the "Takeover Law") (implementing Article
2, paragraph 1, point (d) of Directive 2004/25/EC of the European Parliament and of the Council
of 21 April 2004 on takeover bids, the "Takeover Directive"). The focus of this Report is on the
relevant actions and omissions under the Takeover Law. Potential infringements of the
transparency and market abuse legislations are addressed as complementary information and/or
evidence that Mr Vitek and Mr Ott and the Secondary Concert Parties were effectively persons
acting in concert within the meaning of Article 2.l(d) of the Takeover Law. The MAF li Department
investigation started on 20 December 2013.
2. Objectives of the Takeover Law. -The takeover Law legislation establishes as a general principle
that in case a person, together with persons acting in concert with that person, acquires the
control of a company whose shares are admitted to trading on a regulated market situated in a
Member State, the other shareholders must be protected.1 Article S (1) of the Takeover Law
specifies that in such a scenario, the person who acquires the control must launch a mandatory
bid over the shares of the company at an equitable price2• The objective is to allow the remaining
shareholders to exit the company in fair conditions if they so wish. For companies whose
registered office is located in Luxembourg, the control threshold is fixed at 33.33% of the voting
rights (the "Control Threshold").3 The Control Threshold is determined on the basis of the
1Articles 3 and 5 of the Takeover Law, implementing Articles 3 and 5 of the Takeover Directive.
2 ln case of mandatory bids, the general rule is that the equitable price corresponds to the highest price paid by the person
who acquires control over a certain period of time (cf. Article S (4), first sub-paragraph, of the Takeover Law). The second
sub-paragraph of Article S (4) of the Takeover Law provides that: "Provided that the general principles laid dawn in Article 3
are respected, the CSSF is authorised to adjust the price referred to in the first subparagraph. The highest price may only be
adjusted either upwards or downwards where the highest price was set by agreement between the purchaser and a seller, or
where the market prices of the securities in question have been manipulated, where market prices in general or certain market
prices in particular have been affected by exceptional occurrences, or in order to enable a firm in difficulty to be rescued. The
CSSF shall in such cases apply clearly defined criteria which can be the average market value over a particular period, the
break-up value of the company or other objective valuation criteria generally used in financial analysis."
3
Article 5 (3) of the Takeover Law.
1
acquisitions and holdings of shares of the relevant person upon which the assessment is made
together with the acquisitions and holdings made by the persons acting in concert with it within
the meaning of Article 2.l(d) of the Takeover Law.
3. OPG. - The Luxembourg incorporated company OPG was founded in 1993 by Mr Jean-Franc;:ois
Ott. OPG is a real estate investor and developer with a particular emphasis on Central European
countries, including Poland, the Czech Republic, Hungary and Croatia. Today, the shares of OPG
are admitted to trading on the regulated markets of the Luxembourg (since October 2015} and
Warsaw Stock Exchanges.They were previously also admitted to trading on the regulated markets
of Budapest, Prague and Paris.
4. OPG was severely impacted by the financial crisis that broke out in Europe in 2008. ln 2009, OPG
placed itself under the protection of the Frenchsauvegarde procedure within the context of which
a bond restructuring was carried out.4 That restructuring led, among others, to a conversion of
OPG bonds into OPG shares. As a result, in September 2012, the institutional investors Alchemy
SpecialOpportunities LLP (through related entities; hereinafter "Alchemy") and Kingstown Capital
Management LP (through related entities; hereinafter "Kingstown") became the two new biggest
shareholders of OPG (the "Main Institutional Investors"). ln autumn 2012, following the
restructuring of the bonds, OPG was in need of fresh capital to continue its development projects.5
S. Period under investigation. -During the last quarter of 2012, Mr Radovan Vitek appeared as a
new major shareholder amongst the major shareholders of OPG. ln June 2014 Mr Vitek
announced the acquisition of control over Oreo Germany S.A.6 ("OG" or "Oreo Germany"}, OPG's
main subsidiary, following acquisitions of OG shares from the special purpose vehicles ("SPVs")
Kamara Limited ("Kamoro"), Aspley Ventures Limited ("Aspley") and Stationway Properties
Limited ("Stationway"). ln June 2016 Mr Vitek announced the acquisition of control over OPG
following acquisitions of the SPVs Aspley, Fetumar Development Limited ("Fetumar") and Jagapa
Limited ("Jagapa"). The period under investigation stretches thus from 1st September 2012 until
30 June 2016 (the "Period under Investigation") but with a particular emphasis on the year 2013
and to a lesser extent the first half of 2014 and the two capital increases of OPG in November
2014 and May 2016.
6. Main Concert Parties and their external assistants. - The Main Concert Parties are: Mr Radovan
Vitek (born on 22.01.1972}, an ultra-high net worth individual," and Mr Jean-FrancoisOtt (born
on 26.02.1965}, the founder and CEO of OPG until 18 March 2014. The Main Concert Parties were
assisted externally by Rothschild et compagnie banque, SCA ("Rothschild"}, represented by Mr
Arnaud Joubert, Mr Nicolas Durand (respectively Managing Director and Associé Gérant within
the Global Financial Advisory department) and by Mr Rodolphe Zellitch (Director within the
Corporate Market Services department), and by the Czech bank J&T Banka a.s. ("J&T Banka")
(banking, trading, financing and corporate services).
7. Concept of persons acting in concert and retained qualification approach: For the purposes of
Article 2.l(d) of the Takeover Law any natural or legal person who cooperates with an offerer on
the basisof an agreement (that can be tacit and/or non-written) may qualify as person acting in
concert provided that such agreement is aimed at acquiring control of an offeree company. ln
light of the characteristics of such an agreement, the qualification of persons acting in concert
within the meaning of Article 2.l(d) may be established on the basisof a body of serious, precise,
4 The sauvegarde procedure was terminated on 22 September 2015 (Annex 1.302.2).

5 Minutes of the meeting of the board of directors of 27 November 2012 (Annex 1.203.26).
6
Renamed GSG Group on 13 May 2014 and CPI Property Group on 28 August 2014.
7 Mr Vitek is listed on the Forbes list of billionaires for 2016 with the rank n°959 and an estimated net worth of USD l.98 (last
consulted on 16 November 2016).
2
consistent elements (éléments graves, précis et concordants) or circumstantial evidence (faisceau

ďindices) showing the existence of a cooperation between the relevant parties aimed at acquiring
control of the offeree company (in this particular context OPG).
8. Structure of Report. - This Report analyses eight indicators of the undisclosed concert action
between Mr Vitek, Mr Ott and certain special purpose vehicles ("SPVs").The first three indicators
relate to the stake-building of Mr Vitek (indicator n°l), Mr Ott (indicator n°2) and three Cyprus
incorporated SPVs (indicator n°3). Indicator n°4 deals with the battle for control over OPG fought
between Mr Vitek (with the support of Mr Ott) and, on the other side, the Main Institutional
Investors. Indicators n°S and 6 deal with the asset stripping activities in which Mr Vitek engaged
with the assistance of Mr Ott and certain SPVs during the Period under Investigation. Indicator
n°7 deals with the support which Mr Ott continued to provide to Mr Vitek following his
resignation/removal as CEO of OPG at the end of March 2014. Indicator n°8 deals with the use of
three SPVs to which massive blocks of new OPG shares were issued in November 2014 and in May
2016 before the SPVs themselves were sold to Mr Vitek on 8 June 2016 in questionable
circumstances.
9. Preparation of Report and terminology. - The Report has been prepared on the basis of
information made available spontaneously to the CSSF by various parties and information
gathered by the CSSF from various sources, including public sources. A complete set of the
information on which this Report is based is available in electronic form only due to its size.
Indicator n°l:
Mr Vitek's Initial Stake-Buildingin OPGand his coordinatedefforts with Mr Ott
(from September 2012 until November 2012)
10. The CSSF has gathered evidence that shows the existence of coordinated efforts between Mr Ott
and Mr Vitek (with the participation of Rothschild) during the period within which Mr Vite k's main
stake building took place (i.e. from September until November 2012) and at the end of which Mr
Vitek had acquired 29.65% of the OPG share capital (hereinafter the "Initial Stake-building").
Those coordinated efforts concern the following aspects:
A. Cooperation in the context of Mr Vitek's acquisition of OPG shares during the Initial Stake
building process
11. Mr Ott was informed and closely involved in the process by which Mr Vitek built his initial stake
in the OPG share capital through various purchases of shares on the secondary market between
September 2012 and November 2012.8 Information collected also reveals that it was upon Mr
Otťs initiative that Mr Vitek's client relationship with Rothschild was established.9 Mr Ott was
also involved in discussionswith Mr Vitek on the means to undertake further acquisitions of OPG
shares (in particular through a "Rights offering-100% taken by CPl").10 The exchange of
8 Cf. Annex 111.653: Mr Ott was informed about certain purchases of OPG shares made by Mr Radovan Vitek as early as 1
October 2012, i.e. prior to the public disclosure of the entry into the capital of OPG by the latter.
9
Confirmation provided by Rothschild« Le département CMSde Rothschild est entré en relation avec Monsieur Radovan Vitek
en septembre 2012 aprés une recommandation de Monsieur Jean-Francois Ott qui lui a proposé de contacter Rothschild,
spécialisé dans les opérations de ramassaqe. Monsieur Radovan Vitek a contacté directement Monsieur Rodolphe Zel/itch,
membre du département CMSde Rothschild. » (Cf. Annex 1.342.3; emphasis added).
1°Cf. Annex 111.675.1; Annex 111.675.2: E-mail dated 8 November 2012 from Mr Vitek to Mr Ott and to Mr Zellitch from
Rothschild stating Mr Vitek's needs to acquire more shares (in particular through a potential rights offering reserved to CPI
3
correspondences gathered by the CSSF show close ties between those two persons given the
highly confidential nature of the information shared in connection with Mr Vitek's Initial Stake
building and more particularly their mutual confidence and cooperative attitude toward each
other in their respective capacltles."
B. Coordinated efforts in relation to Mr Vitek's Initial Stake-building disclosure
12. The investigation has revealed the existence of an agreement on a coordinated communication
strategy between Mr Vitek and Mr Ott in relation to the disclosure of the major holdings of Mr
Vitek in OPG.12 The agreement was reached on the day on which certain of Mr Vite k's transactions
in OPG shares,triggering the notification and disclosure requirements under the law of 11 January
2008 on transparency requirements in relation to information about issuer whose securities are
admitted to trading on a regulated market (the "Transparency Law"), were actually executed."
The evidence shows that the communication between the two men was quick, efficient and
informal. This communication strategy resulted in incomplete initial disclosures by Mr Vitek and
by OPG of the beneficial owner of the OPG shares under the Transparency Law.
13. It should be further underlined that the coordinated communication strategy referred to above
seemsto be part of more systematic maneuvers used by Mr Vitek in order to temporarily conceal
his ownership of OPG shares.Among the various late disclosures,omissions and/or misstatements
detected in relation to the notifications of major holdings under the Transparency Law for the
period between September and 30 November 2012 corresponding to Mr Vitek's Initial Stake
building in OPG, the following should be more particularly underlined:
13.1. Non-disclosure of major holdings: The evidence gathered by the CSSF14 shows in particular
that Mr Vitek and the entities through which he was acting (Gamala Limited ("Gamala")
and Crestline Ventures Corp. ("Crestline")) failed to report their initial acquisitions of OPG
shares exceeding the 5% threshold as set-out under Article 8 of the Transparency Law
(which occurred on 8 October 2012)15 within the statutory timeframe set-out under Article
11(2) of the Transparency Law;
13.2. Late disclosure of the identity of the beneficial owner (Mr Vitek): More importantly,
Gamala and Crestline, the two entities through which Mr Vitek was acting, also failed to
disclose within the statutory timeframe of the Transparency Law that Mr Vitek was the
beneficial owner of the OPG shares acquired by them. This information was officially
notified to OPG16 only on 28 October 2012 and made public by OPG17 only on 7 November
2012 (i.e. more than three weeks after the transactions of 15 and 17 October 2012
triggering the respective notification obligations of Gamala and Crestline under the
Transparency Law and more than four weeks after the 5% threshold in OPG shares had
been crossed by Mr Vitek through its direct and indirect holdings).18
a.s. (the former Czech company of Mr Vitek) that would have allowed Mr Vitek to acquire up to 29.99% of the OPG share
capital).
11 /bidem.
12 Cf. Annex 111.661, Annex 111.662, Annex 111.665.
13 Cf. Annex 1.13.2 and Annex 1.14.2: Gamala and Crestline notifications of major shareholdings to the CSSF both dated 19
October 2012 and making reference to transactions on OPG shares made by both entities on 17 October 2012.
14 Annex 1.262.2{Letter of Mr Tomas Rybar of 2 August 2016).
is Annex 1.80, point 2.c.

16 Joint letter from Gamala and Crestline to OPG dated 28 October 2012. (Annex 1.99.2).
17 OPG Press Release; 7 November 2012 (Annex 1.100.2).
18 Annex 1.80.
4
13.3. Omissions and misstatements: The press release published by by Gamala and Crestline
dated 18 October 2012, 19 the notifications made by Gamala and Crestline to the CSSF on 19
October 201220 and the subsequent public disclosure made by OPG as at the same date21
omitted to indicate and to inform the public that the above-mentioned entities were both
controlled by Mr Vitek (the fact that Mr Vitek was the indirect owner of OPG shares
amounting to more than 20.5 % of the share capital and attached voting rights of OPG was
thus deliberately concealed from the public).
14. With respect to Gamala's and Crestline's respective notifications to the CSSF on their individual
OPG shareholdings dated 19 October 2012, the CSSF has gathered evidence that Mr Ott and Mr
Vitek were necessarily aware22 of the deficiencies in the notifications made to the CSSF and in the
subsequent public disclosures23 made by OPG and thus may have deliberately infringed the
provisions of the Transparency Law in order to dissimulate and delay the information relating to
Mr Vitek's stake building to the public.
15. The OPG shareholders and the public at large were misled and deprived of material information
within the statutory timeframes set-out by the Transparency Law as regards the early stages of
the process by which Mr Vitek was acquiring his significant Initial Stake-building in OPG reaching
eventually 29.65% of the OPG share capital and attached voting rights on 22 November 2012 (i.e.
just below the Control Threshold).24
16. During the time when Mr Vitek's ownership of OPG shares was concealed to the public, Mr Vitek
through stock exchange and/or OTC transactions made by Ga mala, Crestline and himself acquired
4,395,972 additional OPG shares (i.e. approximately 4% of OPG share capital between 17 October
and 7 November 2012).25 Such concealment arguably questions the legitimacy of these trades (in
particular as regards the prices at which those shares were sold to Mr Vitek becausethose prices
may not have adequately reflected the undisclosed important stake of 20.69% of the OPG share
capital already acquired by Mr Vitek).
C. Coordinated efforts towards institutional Investors
17. Exchanges of correspondences took place between Mr Vitek and Mr Ott and their advisors
(Rothschild) (i) in the context of the initial efforts of other OPG shareholders to enter into contact
with Mr Vitek in order to discussthe situation of OPG26 and (ii) in the context of the early adverse
stances adopted by the Main Institutional Investors (Kingstown and Alchemy) on Mr Vitek's
proposals in relation to the financing plans and board composition of OPG.27
D. Coordinated efforts to alleviate suspicions of irregularities within OPG's Board of Directors
19
Annex 1.336.
20 Annex 1.13.1, Annex 1.13.2, Annex 1.13.3, Annex 1.14.1, Annex 1.14.2, Annex 1.14.3.
21 Annex 1.115.2.
22 Annex 111.665 {E-mail chain dated 17 October 2012, in particular Mr Vitek's e-mail at 10:25 AM).
23 Annex 1.115.2.
24 Annex 1.80.
25
Annex 1.262.2 (p. 2 et sq), Annex 1.290.3,Annex 1.290.4.
26 Annex 111.670, Annex 111.671: exchange of e-mails dated 19 and 20 October 2012 by which Mr Vitek informs Mr Ott and Mr
Zellitch from Rothschild of attempts initiated by Morgan Stanley and Alchemy to contact Mr Vitek in relation to OPG further
to the disclosure made by Gamala and Crestline of their holdings in OPG and their concerted action.
27 Annex 111.675.1: E-mail dated 8 November 2012 from Mr Vitek to Mr Ott and to Mr Zellitch pressing for a rights offering
reserved to CPI (the company of Mr Vitek) that would have allowed Mr Vitek to acquire up to 29.99% of the OPG share capital
(following an e-mail from Kingstown dated 7 November 2012 articulating Kingstown and Alchemy's positions on OPG'sboard
composition).
s
18. The information gathered by the CSSF shows that Mr Ott informed Mr Vite k's broker at Rothschild
(Mr Zellitch)28 of allegations circulated to OPG's board of directors and management concerning
(i) the existence of potential breaches of the disclosure rules by Mr Vitek under the Transparency
Law in the context of his acquisition of OPG shares and (ii) Mr Vitek's "gross and obvious attempt
to gain effective control of the company ( .. )"through his proposaIs to change the composition of
the board of directors.29
By a letter addressed to the board of directors dated 13 November 2012,30 Mr Ott, as CEO of OPG,
tried to dissipate the claims of misbehavior expressed against Mr Vitek with respect to the
notifications of his major shareholding acquisitions in OPG made during the month of October
2012. By representing to the board of directors of OPG that OPG had no evidence to question the
veracity of the notifications made by Gamala and Crestline on 19 October 2012, 31 Mr Ott
presented incorrectly the facts to OPG's board of directors as Mr Ott actually knew since 17
October 201232 that (i) Mr Vitek was acting in concert at least with Crestline and (ii) the relevant
holdings in OPG shares as deposited with J& T Banka and to be disclosed to the public actually
belonged to him (whereas neither the notifications by Ga mala and Crestline nor the publication
made by OPG on 19 October did make any reference to Mr Vitek).
E. Undisclosedmeetingsbetween Mr Vitek and Mr Ott
19. The CSSF also found evidence of a private meeting" between Mr Vitek and Mr Ott one day before
the meeting of the board of directors of OPG on 27 November 2012.34 That meeting agreed for
the first time that a capital increase of EUR SOM to further OPG's development and continued
recovery of the company was necessary. It shall be noted that Mr Vitek was at that time not a
member of the board of directors of OPG. These private gatherings between Mr Ott and Mr Vitek
will continue throughout 201335 during the battle for control over OPG (cf. indicator n°4) and the
asset stripping (cf. indicators n°S and n°6).
28Annex 111.677: E-mail dated 11 November 2012 by which Mr Jean-Francois Ott forwards to Mr Nicolas Durand and to Mr
Rodolphe Zellitch and e-mail dated 10 November 2012 from Mr David Ummels (member of the OPG board of directors)
addressed to the OPG management (Brad Taylor, general counsel) and to the other members of the OPG board of directors.
29 Jbidem.
so Cf. Annex IV.27.1 and Annex IV.27.5.
31 Letter from Mr Jean-Francois Ott to the board of directors dated 13 November 2012 "As management trusts the board
appreciates, the company cannot, without evidence, question whether these declarations are all true. We have to rely on the
veracity of the declarations made and leave it to the regulatory authorities to step in should there be anomalies. Regarding
these initial declarations. there do not appear to be anomalies that merit an appeal to the regulatory authorities" (emphasis
added; Cf. Annex IV.27.5 3rd paragraph; p. 4).
32 Annex 111.665 E-mail chain dated 17 October 2012 (between Mr Ott and Mr Vitek amongst others) and in particular Mr
Vite k's e-mail at 10:25 AM where he states "Hiall, Mr. Seifert is in charge of Crestlineposition and Mr. Semotan of my shares
within JT Bank in Prague. Since we plan to announce that we act in concert, you should coordinate. Agree among yourself."
33 Annex IV.80 Dinner at the Vagenende restaurant in Paris between Mr Radovan Vitek, Mr Jean-FrancoisOtt and Mr Rodolphe
Zellitch (Rothschild).
34 Annex 1.203.26.
35 Cf. Annex 1.306.
6
Indicator n°2:
Mr Otťs suspicious 2013 January Purchases"
20. ln January 2013, Mr Ott (acting through Stationway) bought 9,088,715 OPG shares (ca. 8.43% of
OPG shares)for a total amount of EUR 26,811,709.25 (the "2013 January Purchases").37 The 2013
January Purchaseshave the following characteristics:
20.1. Context and timing: Mr Otťs 2013 January Purchasesoccur (i) within a short period of time
after the culmination by Mr Vitek of his Initial Stake-building in OPG shares (with his
aggregated direct and indirect holdings just below the Control Threshold);38 and (ii) in the
context of an incipient proxy fight between Mr Vitek on the one hand and the Main
Institutional Investors (holding approximately 23%)39 on the other hand as regards the
resolutions to be adopted in the context of the EGM ("extraordinary general meeting") and
OGM ("ordinary general meeting") convened for 4 February 2013 with respect to the
composition of the board of directors and the increase of the share capital of OPG.
20.2. Oversized investment: (i) From the standpoint of his own resources and borrowing
capacity, Mr Ott was, arguably, not in position to finance the 2013 January Purchases;" (ii)
The 2013 January Purchases were also disproportionate where compared to Mr Otťs
previous investments in OPG shares.41
20.3. Transactions anomalies: The 2013 January Purchasespresent many anomalies. The biggest
anomalies are the following42 (i) The 2013 January Purchases were made through
36 Acquisition of OPG shares made by Mr Ott (through Stationway) on 10 and 11 January 2013.
37 Cf. Annex 1.6.2; Annex 1.7.2.; and Annex 1.118.2.
38 As already described above Mr Vitek's Initial Stakebuilding took place from September 2012 until the end of November
2012, with a resulting acquired stake of 29.65% of OPG shares with attached voting rights (as publicly disclosed by OPG on 23
November 2012; Annex 1.116.2). As regards Mr Otťs 2013 January purchases, J&T Banka has confirmed to the CSSF that
"Iean-FroncoisOtt approached J& T Banka at the end of 2012 with request for financing of acquisition of OPG shares" (See
Annex 1.315.2J&T Banka letter dated 31 October 2016 stating; paragraph 19).
39 It should be noted that prior to the 2013 January Purchasesthe institutional investors as a whole (who were mainly formerly
OPG and OG bondholders) holding OPG shares represented, overall, over 35% of the OPG share capital with attached voting
rights. Until the 2013 January Purchases,these investors were consequently in position, subject to their respective interests,
to effectively mitigate and counterbalance Mr Vitek's influence over OPG general meeting of shareholders.
°
4 Cf Annex 1.78
41 Immediately before the 2013 January Purchases Mr Jean-Francois Ott held 541,292 OPG shares through his direct and
indirect aggregated holdings of OPG shares (i.e. approximately 0.5% of the OPG share capital to be compared to the 8.43 %
of the OPG share capital acquired in the context of the 2013 January Purchases; Cf. Annex 1.118.2). It should be underlined
that prior to the 2013 January Purchases, the average and maximum volumes of OPG shares traded by Mr Ott were
respectively 0.04 % and 1.3% of the OPG shares (Cf. Annex IV.194.1, Annex IV.194.2, Annex IV.194.3).
42 Other anomalies are: (i) Mr Ott has indicated that Stationway's acquisitions of OPG shares were made on 10 and 11 January
2013 (Cf. notification of major holdings dated 16 January 2013 from Mr Ott (Annex 1.7.2) together with the notification of
manager's transactions dated the same date (Annex 1.6.2) which both make reference to the same transaction dates (10 and
11 January 2013) whereas, Stationway's account statements (Cf. Annex 1.290.10: J&T Banka cash account statements for
Stationway (internal account 3/EUR0735), transaction orders (Cf. Annex 1.299.21: Trade orders, instructions to purchase
dated 15/01/2013 (10H21 AM) and 16/01/2013 (9H30 AM) from Stationway to J&T Banka and indicating Rothschild as
counterparty), and trade confirmation receipts (Cf. Annex 1.290.11: Trade confirmation receipts confirming the execution of
the 2013 January Transactions on 15/01/2013 [at 15H05] and on 16/01/2013 [at 10H21]) indicate as relevant transaction
dates the 15 and 16 January 2013; (ii) The total purchase price as notified to the CSSF (i.e. EUR 26,811,709.25) (Cf. Annex
1.6.2: Notification of manager's transactions from Mr Ott as beneficial owner of Stationway Properties Limited dated 16
January 2013) does not correspond to the information indicated in the Stationway account statements (i.e. EUR
26,822,355.05) (Cf. Annex 1.290.10: J&T Banka cash account statement for Stationway (internal account 3/EUR0735) for the
payment dates 15 and 16 January 2013).
7
Stationway, a special purpose vehicle incorporated on 21 February 201243 in the Republic

of Seychelles(whose beneficial owner is Mr Ott), a legal entity never used before by Mr Ott
to hold OPG shares44 and with no or insignificant banking account activity until that
particular time;45 (ii) the significant amounts invested in the context of the 2013 January
Purchaseswere financed in January 2013 by J&T Bankathrough a current account overdraft
of EUR 26.8M 46 whereas the client relationship between J&T BANKAand Mr Jean-Francois
Ott had just started;47 (iii) Notwithstanding the significant number of OPG shares that was
negotiated in two separate over-the-counter transactions,48 Mr Ott was unable to identify
any of the persons who had sold him OPG shares and stated incorrectly that the shares
were acquired on Euronext Paris.49 ln this respect it should be underlined that the
information provided by Rothschild and J&T Banka in relation to these transactions is also
contradíctorv'? (iv) The average price paid by Mr Ott (EUR 2.95 per OPG share) implies a
premium compared to the OPG stock exchange share price for the 10 and 11 January 2013
of approximately 15.23% and 8.86% respectively,51 and the highest price paid by Mr Ott in
the context of these transactions (i.e. EUR 3.07 per OPG Share)52 represented a premium
43 Annex 1.290.135
44 Prior to the 2013 January Purchases, Mr Ott used to hold his OPG shares directly and through the following entities: on&Co
S.A., on Properties S.A., JOHO Compagnie, Roxannia Enterprises Company Limited (Cf. Annex 1.7.2: Notification of major
holdings from Mr Ott dated 16 January 2013).
45 Cf. Annex 1.290.10: J&T Banka cash account statement for Stationway (current account 2500035962/5800), the cash
account extracts show that the cash movements in relation to the 2013 January Purchases are the first cash movements.
46 Cf. Annex 1.290.10: J&T Banka cash account statements for Stationway (current account n°2500035962/5800) and in
particular the weekly interest accruals subsequently to the OPG share acquisitions on 15 and 16 January 2013.
See also Annex 1.315.2: J&T Banka letter dated 31 October 2016 stating on paragraph 19 that "J& T Banka agreed to finance
100%of the acquisitionprice of OPG shares in January 2013. Thefinancing was via overdraft on trading account documented
in the consignment agreementand its general terms and conditions)."
The J&T Banka related information contrasts with Mr Otťs statements before the AMF concerning the financing of the 2013
January Purchases; "74 QUESTIONComment les acquisitions ďactions ORCO Property Group par STATIONWAYPROPERTIES
ant-el/es été financées ?; REPONSE: Ces acquisitions ant été financées en intégralité par une Banque tchěque, J& T Banka. Le
contrat avec la banque prévoit des garanties, qui sont habituel/es dons ce genre de crédit ». Cf Annex 1.70.2 (Minutes of the
meeting held on 15 May 2014; "Proces-verbal ďaudition"; Enquěte 2013.05; Audition de Mr Ott; question 74, p. 27).
47 Cf. Annex 1.314.1: J&T Banka confirmation dated 23/08/2016 "The client relationship between J&TBANKAand Mr. Jean
FrancoisOtt was established in January 2013" (paragraph 2).
48 The trading volumes on OPG shares on the various stock exchange sessions dated 10 and 11 January 2013 show that the
OPG share purchases made by Mr Ott could not have been made on the stock exchange markets where the OPG were traded
(in light of the volumes and prices of the OPG shares traded on these particular trading sessions; Cf. Annex 1.20; cf. Annex
1.206 relating to the volumes on the Prague and Warsaw Stock Exchange); Cf. also Annex 1.299.24:J&T Banka letter dated 21
October 2016, point 3 "The two trades in question were trades between Stationway Limited and Banque Rothschild executed
OTC, and J& T Banka was the settlement agenť' together with the copies of the corresponding instructions.
49 Cf. Annex 1.70.2: AMF Proces-verbal ďaudition dated 15 May 2014; Enquěte 2013.05; Audition de M. Jean-Francois on;
- Question 70, p. 26 « La société STATIONWAYPROPERTIES Ltd, a laquelle vous ětes lié, a déclaré avoir acquls 9 088 715
actions ORCO Property Group SA, les 10 et 11 janvier 2013. Connaissez-vous l'entité aupres de laquelle la société
STATIONWAYPROPERTIES a acheté ces titres?»; Réponse: « Non» (emphasis added). Cf also Annex 1.6.2: Notification of
Manager's transactions dated 16 January 2013 from Mr Jean-Francois Ott which indicates incorrectly that the place of
transaction was« Euronext Paris».
50 Cf. Annex 1.299.24:J&T Banka letter dated 21 October 2016 ("Subject: Follow-uprequesť'); ln this letter J&T Banka indicates
in relation to the 2013 January Purchasesthat "The two trades in question were direct trades between Stationwav Properties
Limited and Banque Rothschild executed OTC and J& T Banka was the settlement agent" (emphasis added).
The information provided by Rothschild confirms instead that Rothschild did not act as principal in the context of the 2013
January Purchases but only as a broker on the basis of the instructions received from J&T Banka (Cf. Annex 1.98.7 e-mail
exchanges dated 10 and 11 January 2013 between Mr Semotan from J&T Banka and Mr Zellitch from Rothschild in relation
to the purchase of respectively 4,000,000 and 5,088,715 OPG shares).
51 Cf. Annex 1.265: Determined on the basis of the OPG closing share price of EUR 2.56 and EUR 2.71 on Euronext Parisfor the
10 and 11 January 2013, respectively.

52 Cf. Annex 1.290.10: J&T Banka cash account statement for Stationway (internal account 3/EUR0735): purchase of 5,088,715
OPG shares dated 16 January 2013 for EUR 15,622,355.05. See also Annex 1.98.7 (p. 9): Exchange of e-mails between Rodolphe
Zellitch and Michel Semotan on 11 January 2013 and in particular Mr Zellitch confirmation of executed transaction ("Re: The
block is done at 3,07 for 5 088 715 shares of Oreo").
8
compared to the OPG stock exchange share price for the 10 and 11 January 2013 of 19.9%
and 13.3% respectively (v) Mr Otťs investment on the secondary market of the OPG shares
occurs at the time when intense internal discussions are held within the management,
OPG's board of directors, its financial advisors and main shareholders in order to find the
means to raise urgently up to EUR SOM in order to secure OPG financing and expansion
needs as OPG was in a strained cash situation.53 Notwithstanding the urgent need of capital
of the company that he founded 20 years earlier, Mr Ott did apparently not offer to OPG
his assistance through his potential participation in a proposed share capital increase or
debt issuance (which would have profited OPG) but preferred instead to buy OPG shares
on the secondary market at above market price without any direct positive effect from
OPG'sfinancial situation standpoint.
20.4. Mr Vitek's alleged involvement: One selling counterparty in the context of the 2013
January Purchasesalleged that such transactions were directly negotiated by Mr Vitek with
one or more sellers of OPG shares.54 These allegations are supported by the fact that the
2013 January Purchaseswere arranged with the support of the same operational persons
from Rothschild and J&T Banka who were involved in Mr Vitek's Initial Stake-building) as
further described below.
20.5. Same financial intermediaries and contact persons: Mr Otťs 2013 January Purchaseswere
implemented through orders transmitted to Rothschild (the same broker used by Mr Vitek
in the context of his Initial Stake-building in OPG).55 A significant part, if not all, the
acquisitions of OPG shares made by Stationway, Gamala, and Mr Vitek himself were
undertaken through J&T Banka.56
A significant part of Mr Vitek's Initial Stake-building and Mr Otťs 2013 January Purchases
were made with the assistance of the same contact persons within Rothschild and J&T
Banka who had the following roles: 57
Mr Rodolphe Zellitch (Rothschild) assisted in finding potential sellers and to execute a

significant part, if not all of the OPG purchase transactions made in the context of Mr
53 Cf. Annex 1.203.26: Board of Directors resolutions of November 2012 whereby the board agreed that OPG should seek a
capital increase of EUR 50 M to further the company's development (as restated in the board resolutions dated 25 and 29
January 2013; Annex 1.203.28, Annex 1.203.29). The distressed cash situation of OPG is described in more detail in the board
minutes dated 25 February 2013 (Cf. Annex 1.203.30)
54 Cf. Annex 1.4.4 E-mail from Benjamin Colasto Guy Shanon (Kingstown) dated 15 January 2013 {Subject:Re:Request to table
resolutions for EGMto be held on Monday 4 February 2013"); "To me the facts that I know for sure:
A: RV call on cel to negotiate price, then a trade happened on those terms and got settled in Cyprus;
B: He also called and did the same with another ex OG bondholder early jan at a lower price;
C: I heard of some others, about 16% of the capital, who sold in blocks before Xmas. I believe settlements were with Cyprus
entities. No threshold crossings announced.
D: RV goes out his way to deny any purchase to you and Alex;
E: JF says hes bot Sm on Fridayat a price lower than ours at a lower price"
55 Cf. Annex 1.70.2 AMF Proces-verbal ďaudition; Enquěte 2013.05; Audition de M. Jean-Francois OTT; - Question 71, p. 26 :
« 71. QUESTION: Par quel intermédiaire la société STATIONWAYPROPERTIES est-elle passée pour acquérir ces titres?
Réponse : Elle est passée par Rothschild & Cie Banque ».
Cf. also Annex 1.4.3 e-mail from Michael Wexler to Guy Shanon dated 14 January 2013 {Subject: RE: Oreo)"/ hear that the
broker that was originally in the market buying blocks last time for Vitek has been in the market again a couple of times,
especially in the past week, which would suggest 130% now and a takeover. However apparently he is buying for a different
client now (cousin?!)".
56 Cf. J&T Banka cash account statements for each one of these entities {Annex: 1.290.1, Annex 1.290.2, Annex 1.290.3, Annex
1.290.4, Annex 1.290.9, Annex 1.290.10) together with references to their transactions in relation to OPG shares.
57 Cf. Annex 1.98.7 e-mail exchanges dated 10 and 11 January 2013 between Michal Semotan and Mr Rodolphe Zellitch in
relation to the purchases of respectively 4,000,000 OPG shares and 5,088,715 OPG shares.
9
Vitek's Initial Stake-building58 and the subsequent 2013 January Purchases made by
Mr Ott.59
Mr Michal Semotan (J&T Banka) was the person who instructed Mr Zellitch
(Rothschild) to acquire OPG shares in the context of the 2013 January Purchases
through two separate transactlons.ř'He was also the person in charge of Mr Vitek's
position on OPG'shares deposited with J&T Bankain connection with Mr Vite k's Initial
Stake-building. 61
21. Unwinding: The OPG shares acquired in the context of the 2013 January Transactions will be
ultimately sold by Mr Ott to Mr Vitek on 8 June 2016 (immediately before the announcement by
Mr Vitek that he had acquired control of OPG and more than two years after Mr Otťs removal as
CEO of OPG and his resignation from other positions in OPG and its related companies) with, in
appearance and on the sole face of the relevant J&T Banka account for Stationway, significant
realized losses.62
22. Common pattern with other suspicious transactions: The behavior of Mr Ott in relation to the
acquisition and disposal of OPG shares is in many aspects similar to his investment in OG shares
and their subsequent sale to Mr Vitek prior to the announcement by Mr Vitek on June 2014 that
he had acquired control over OG (cf. indicator n°6, in particular paragraph 92 below).
Indicator n° 3:
63
The Cyprus SPVs' complementary stake-building
A. Preliminary considerations
23. The CSSF has found evidence of suspicious additional stake buildings by three legal entities
incorporated in Cyprus: LCE Company Limited ("LCE"), Levos Limited ("Levos"), and Egnaro
investments Limited ("Egnaro" and together with LCE and Levos,the "Cyprus SPVs"). Thesethree
legal entities are closely related to each other both from an organizational and business
standpoint. From an organizational standpoint, these entities are all incorporated in Cyprus (two
of them also seem to share the same registered office address)64 and were all J&T Banka clients
during the investigated period. More importantly, these entities have significant ties from a
58 See for instance Annex 111.653, Annex 111.656, Annex 111.657, Annex 111.659, Annex 111.664, Annex 111.675.1, Annex 111.675.2,
Annex 111.678, and Annex 111.680.
59 Cf. Annex 1.98.7 e-mail exchanges dated 10 and 11 January 2013 between Michal Semotan and Mr Rodolphe Zellitch in
relation to the purchases of respectively 4,000,000 OPG shares and 5,088,715 OPG shares.
50 Cf. Annex 1.98.7.
61 Cf. Annex 111.665 (E-mail chain dated 17 October 2012, in particular MrVitek's e-mail at 10:25 AM.) and notably the following
statements "Hiall, Mr. Seifert is in charge of Crestlineposition and Mr. Semotan of mv shares within JT Bank in Prague. Since
we plan to announce that we act in concert, you should coordinate. Agree among yourself' (emphasis added).
62 Cf. Annex 1.290.10:J&T Banka cash account statements for Stationway (current account n°2500035962/5800). It should be
in particular underlined that the shares acquired by Mr Ott acting through Stationway at EUR 2.95/share on 10 and 11January
2013 were sold to Mr Vitek (acting through CPI Property Group) at EUR 0.28/share on 8 June 2016).
63 Additional stake building acquisitions in OPG shares by other J&T Banka clients from January 2013 until January 2014.
64 The registered offices of both Egnaro and LCE are located at Akropoleos, 59-61 Savvides Center 59/61, Nicosia, P.C. 2012;
Cyprus. Incidentally, it should be pointed out that this address also corresponds to Gamala's registered office (Ga mala is one
of the entities through which Mr Vitek built his Initial Stake-building).
10
financial standpoint and common interests as they act in concert with other third parties in
relation to a significant stake of shares they hold indirectly in Unipetrol (ISIN: CZ0009091500),65 a
company admitted to trading on the PragueStock Exchange.The above-mentioned stake exceeds
20% of the total share capital of Unipetrol and constitutes a significant investment amounting to
more than EUR 246 Mas at 24 October 2016.66
24. The beneficial owners of Levosand Egnaro (respectively, Mr Petr Sekanina and Mr Tomáš David)
are former J&T Finance Group67 managers. They currently hold various positions within the EPH
Group.68 Mr Sekanina and Mr David also had financial ties with Mr Marek Galvas69 as they were
all shareholders of another Cyprus entity (Cannell Equity Limited) holding an important equity
stake of 40% in Diversified Retail Company a.s., a company operating Slovakia's largest bookshop
chain." The CSSF also found further evidence of the close ties between Levosand Egnaro with a
significant cash transfer between these entities shortly after their respective disposals of OPG
shares on 8 June 2016.71
25. All three Cyprus SPVs were absent in the adjourned OGM of 6 December 2013,72 but were
effectively represented and voted at the OGM dated 6 January 2014.
26. Each of the Cyprus SPVs sold its OPG shareholdings on the exact same date (8 June 2016), at the
same price (i.e. EUR 0.28 per OPG share, a price which was significantly above the closing market
price EUR 0.147 for the OPG shares on that particular date)73 and to the same counterparty (i.e
Mr Vitek indirectly acting through Nukasso Holdings Limited ("Nukasso")) through several
privately negotiated transactions (as further described hereinafter).
27. The CSSF considers that the mechanics of the complementary stake building process in OPG
shares by the Cyprus SPVs as described below, the identities of their beneficial owners, the
identities of their proxy holders to the EGM meetings dated 6 December 2013 and 6 January 2014
and the ultimate unwinding of the Cyprus SPVs' respective positions in OPG'sshares constitute
consistent and material indicia of their concert action with Mr Vitek (in particular with respect to
the decisions adopted by OPG on 6 January 2014 in relation to OPG's board representation. It
should be further underlined that the aggregation of Mr Vitek's holdings74 in OPG sharestogether
65 Annex 1.294 "As of 13 June 2016 (last available data)-accordingto a notification received on 21 June 2016 PaulininoLimited
holds 20.02% share of votes. Companies Eqnaro Investments Limited (with direct holding as of 13 June 2016 at the level of
0%}, Levos Limited (0%}, LCE Company Limited {0%}, Neevas Investment Limited (0%}, Uprecht Investment Limited {0%} and
Mustand Investment Limited (0%} are companies acting in concert with PaulininoLimited and at the same time they control
the company".
For further background information, see also the following press release "Czechinvestor J& T consolidates Unipetrolstakes in
push for influence"(Annex 1.332)
66 This amount was determined on the basis of Unipetrol share price (i.e. 183.3 CZK as at 24 October 2016) and the CZK/EUR
currency exchange rate (i.e 1 CZK=0.03701 EUR as at 24 October 2016: EU Central bank data)
67 The parent company of J&T Banka. Cf. Annex 1.110: Annual Report 2013 of J&T Finance Group (p. 118).
68 Energetický a průmyslový holding ("EPH") is a Central European energy group that owns and operates assets in the Czech
Republic, the Slovak Republic, Germany, Italy, the UK, Hungary and Poland. It was founded in 2009 by J&T Group and PPF
Group.
69
Mr Galvas is a former J&T Banka manager himself and a person closely associated with Mr Radovan Vitek in the context of
OPG as further detailed in this report.
°
7 Cf. Annex 1.333.1, Annex 1.333.2, Annex 1.333.3.
71 Annex 1.290.8 Levos EUR cash account statement (see in particular the transfer of funds from Egnaro to Levos dated 16
June 2016 for an amount of EUR 2,581,200.00).

72 Annex 1.311.5and Annex 311.6.
73 Closing price on the Luxembourg Stock Exchange on 8 June 2016 (Annex 1.326).
74 Excluding the shares held by Mr Jean-Francois Ott, notably through Stationway.
11
with the respective holdings of LCE, Levos, and Egnaro as at 6 December 2013 and 6 January 2014
would have exceeded the Control Threshold as set out under Article 5 of the Takeover Law.75
B. LCE Company Limited ("LCE") acquisitions - From January 2013 until October 2013
28. LCE was a J&T Bankaclient. LCE held several accounts (securities and cash accounts) opened with
J&T Banka. Until October 2013, LCE was a subsidiary of J&T Finance Group, the parent company
of J&T Banka.76 The CSSF has gathered further evidence that LCE remained an entity closely
associated with J&T FinanceGroup at least until March 2014.77
29. The beneficial owner of LCE is Mr René Foltán.78 Based upon the information gathered by the
CSSF, Mr Foltán had no previous professional or business relationship with OPG and no particular
investment track record in real estate and hospitality listed companies prior to his significant
investment through his OPG stake acquisition during the course of the year 2013.
30. Prior to January 2013, LCE had no trading activity on OPG shares and did not hold any material
stake in OPG shares. LCE starts its acquisitions of OPG shares concomitantly with Mr Otťs 2013
January Purchases79 and is particularly active in acquiring OPG shares between (on or around) 16
January 2013 and 17 October 2013.80
31. From 16 January 2013 until 17 October 2013, LCE acquires on an aggregated basis 2,530,162 OPG
shares81 corresponding to 2.21% of the OPG share capital with attached voting rights (i.e. just
below the threshold of 2.5% of the share capital of OPG as set-out in its articles of incorporation
that would have required a notification to OPG).82
32. The only general meeting of shareholders actually attended by LCE since January 2013 is the
pivotal meeting held on 6 January 2014, which had to resolve in particular on the removal of the
Main Institutional Investors' representatives from the board of directors of OPG.83 At the OGM
75 As at the dates of the above referenced shareholders meetings and based upon the relevant attendance lists (Annex 1.311.5
and Annex 1.311.7),Mr Vitek held approximately 30.72% of the OPG share capital and attached voting rights, while LCE, Levos
and Egnaro held respectively 2.2% 1.18% and 0.4% of the said capital and attached voting rights (i.e in excesson an aggregated
basis of the 331/3 % of OPG'svoting rights corresponding to the Control Threshold}.
76 Cf. Annex 1.110: Annual Report 2013 of J&T Finance Group (p. 61}.
77 Cf. Annex 1.295: Explanatory Report, prepared in accordance with the provisions of Section 118(4) letters (b},(c},I and (j)
and (5) letters (a) through (k) of Act No. 256/2004 Coll., Act on Conducting Business on Capital Market, as amended. "As of
19 March 2014 (last available dat-) - According to notification received on 31 March 2014 J& T Group holds 23. 70% share of
votes through following companies: PAULININO LIMITED, EGNARO INVESTMENTS LIMITED, LEVOS LIMITED, LCE COMPANY
LIMITED, NEEVAS INVESTMENT LIMITED, UPRECHT INVESTMENT LIMITED, MUSTAND INVESTMENT LIMITED". (emphasis
added)
78 Per its correspondence dated 18 November 2016 (cf. Annex 1.331.3),J&T Banka has confirmed to the CSSF that Mr Foltán
is a dentist and surgeon focusing on maxillofacíal surgery.

79 Cf. Annex 1.290.6: J&T Banka cash account statement; Internal Account 3/EUR0735 with an acquisition of 254,000 OPG
shares on 16th January 2013 for a total consideration of EUR 682,244; i.e. EUR 2.68/share) corresponding to an order
transmitted on 11 January 2013. This particular transaction is also the highest number of shares traded by LCE.
80 Annex 1.290.5and Annex 1.290.6.
81 Annex 1.308 (results determined on the basisof the J&T Banka relevant banking accounts for LCE as included in Annex 290.5
and Annex 1.290.6: J&T Banka, Cash account statements of LCE}.

82 Annex 1.109, Article 26 p. 17.
83 This is based on the CSSF review of the attendance lists to OPG's shareholders general meetings for the years 2013, 2014,
2015, and 2016 (Annex 1.311.1, Annex 1.311.4, Annex 1.311.5, Annex 1.311.7, Annex 1.311.9, Annex 1.311.11, Annex 1.311.14,
Annex 1.311.16, Annex 1.311.17, Annex 1.311.19, Annex 1.311.21,Annex 1.311.23)and the minutes of these meetings (Annex
1.311.2, Annex 1.311.3,Annex 1.311.6, Annex 1.311.8, Annex 1.311.10, Annex 1.311.12,Annex 1.311.13, Annex 1.311.15, Annex
1.311.18,Annex 1.311.20, Annex 1.311.22,Annex 1.311.24}
12
dated 6 December 2013,84 LCE was supposed to be represented by Mr Marek Galvas, a closely
associated person with Mr Vitek (cf. in particular paragraph 118).85
33. Except for certain additional purchase transactions on OPG shares between August 2014 and
November 2014, LCE did not actively trade on OPG shares until its main OPG holdings were sold
to Mr Vitek on 8 June 2016 through a privately negotiated transaction86 with a realized significant
loss.87
34. The disposal by LCE of its holdings in OPG shares occurred on the same date, at the exact same
price per OPG share (EUR 0.28), and to the same purchaser (Mr Vitek through Nukasso) as for
Levos, Egnaro and Stationway. It further occurred concomitantly with the indirect disposals of
OPG shares by Fetumar, Aspley and Jagapato Mr Radovan Vitek.
C. Levos Limited ("Levos") acquisitions - From September 2013 until January 2014.
35. Levos was also a J&T Banka client. Levos held several accounts (securities and cash accounts)
opened with J&T Banka. The CSSF has gathered evidence that Levos was an entity closely
associated with J&T Group at least until March 2014.88
36. The beneficial owner of Levos is Mr Petr Sekanina.89 Mr Sekanina is a former employee of J&T
Finance Group, and currently holds several executives positions within the EPH Group (he
currently serves as "controlling Director'"? of EP Energy a.s. and is a member of the Supervisory
Board of EP Infrastructure a.s.).91 Based upon the information gathered by the CSSF, Mr Sekanina
had no previous professional or businessrelationship with OPG and no particular investment track
record in real estate and hospitality listed companies prior to his significant investment in OPG
shares during the course of the year 2013 and early 2014.
84 Annex 1.311.5
85 Cf. Amendments to the articles of incorporation of Ravento S.a r.1. formerly Endurance Office li Asset S.a r.1. dated 4
December 2015 (Annex 1.296) whereby Mr Radovan Vitek together with Mr Marek Galvas were also appointed as class A
managers of Ravento S.a.r.l. (this entity being bound by the joint signatures of the classA managers). ln this respect it should
be further underlined that Ravento S.a r.l. is an entity owned by Mr Radovan Vitek (Cf. Major holding notification (Annex
1.297.2)and CPI press release dated 14 December 2015 "Major Shareholding Notification" (Annex 1.298.2)).
Cf. also Annex 1.262.2 Letter from Mr Tomas Rybar dated 2 August 2016 ("Re: Mandatory takeover bid concerning Oreo
Property Group S.A."). ln relation to the negotiations held prior to the acquisitions of OPG shares from the major OPG
shareholders on 8 June 2016, it was also Mr Galvas who assisted Mr Radovan Vitek "with structuring of the financing on the
account of Mr. Radovan Vítek"
86 Cf. Annex 1.290.6: J&T Banka, Cashaccount statementof LCE; Internal Account 3/EUR0735 referring to the sale of 3,287,262
OPG shares for a total amount of EUR 920,433.36 on 8 June 2016 (i.e EUR 0.28 per OPG share). On the buy side, see Annex
1.290.33 Cash account statement of Nukasso Holdings Limited; Internal Account 3/EUR0735 referring to the purchase of
3,287,262 OPGshares for a total amount of EUR 920,433.36 on 8 June 2016 (i.e EUR 0.28/share).
87 The average share price per OPGshare as paid by LCE from 16 January 2013 until 17 October 2013 exceeded EUR 2/share
(as compared to sale price of EUR 0.28/share received by LCE on 8 June 2016); Cf. Annex 1.308(results determined on the
basis of the J&T Banka relevant banking accounts for LCE and on the basis of a currency exchange rate CZK/EURas at 21
November 2013.
88 Cf. Annex 1.295: Explanatory Report, prepared in accordance with the provisions of Section 118(4) letters (b),(l(e) and (j)
and (5) letters (a) through (k) of Act No. 256/2004 Coll., Act on Conducting Business on Capital Market, as amended. "As of
19 March 2014 (last available data) - According to notification received on 31 March 2014 J& T Group holds 23. 70% share of
votes through following companies: PAULININO LIMITED, EGNAROINVESTMENTSLIMITED, LEVOS LIMITED, LCE COMPANY
LIMITED, NEEVAS INVESTMENT LIMITED, UPRECHTINVESTMENT LIMITED, MUSTAND INVESTMENT LIMITED" (emphasis
added).
89 Cf. Annex 1.331.3.
°
9 Cf. Annex 1.331.3 J&T Banka correspondence dated 18 November 2016 "Mr Petr Sekanina was an employee of 1& T FINANCE
GROUP in the period 1999-2000. He held several executive positions in large corporates ever since and currently holds a
position of Controlling director of EP Energy, a.s."
91
Cf. Annex 1.334.
13
37. Prior to September 2013, Levos had no trading activity on OPG shares and did not hold any
material stake in OPG shares. Levos starts its stake building in relation to OPG shares on or about
the same period upon which (i) LCE stops its acquisitions of OPG shares for the year 2013 (i.e. last
trade on 17 October 2013) and (ii) Mr Vitek expresses his intent to remove the vast majority of
the OPG board members on 15 October 2013.92
38. Levos acquires a significant number of OPG shares between 3 September 2013 and 15 January
2014 with regular purchases of OPG shares.93As at 2 January 2014, Levos had acquired in total
1,931,400 OPG shares94 representing 1.69 % of the OPG share capital (as in the case of LCE, this
percentage remained below the threshold of 2.5% that would have required a notification to OPG
according to its articles of incorporation).95 The CSSF also found important stock
exchange/transaction order(s) transmitted on behalf of Levosshortly before the OGM held on 6
January 2014.96
39. The only general meeting of shareholders attended by Levos since January 2013 is the pivotal
meeting held on 6 January 2014 which had to resolve in particular on the removal of the Main
Institutional Investors' representatives from the board of directors of OPG.97 At the adjourned
OGM meeting dated 6 December 2013 and at the OGM held on 6 January 2014 Levosand Egnaro
were respectively supposed to be represented and were effectively represented by the same
proxy holder (Mrs Martina Havlisova as shown in Annex 1.311.5 and Annex 1.311.7).
40. Evidencegathered by the CSSF also shows that the systematic acquisitions of OPG shares by Levos
stopped on 15 January 2014 (with only sporadic trading undertaken in 2016 and in particular a
suspicious purchase transaction on 25 May 2016 of 1,009,283 OPG shares98 followed shortly after
by the sale of 3,862,952 OPG shares to Mr Vitek on 8 June 2016).99The sale by Levos of its OPG
shares was made through two privately negotiated transactions with apparently a realized
significant loss for Levos where compared to the amounts initially invested in the OPG shares
purchases between 3 September 2013 and 2 January 2014.100
92 Annex 1.67. 7.
93 Annex 1.290.7,Annex 1.290.8.
94 Annex 1.308 (results determined on the basisof the J&T Banka relevant banking accounts for Levosincluded in Annex 290.7
and Annex 1.290.8).
95 Annex 1.109, Article 26, p. 17.
96 Cf. (i) Levosstock exchange order dated 16/12/2013; buy order on Euronext Paris for 500,000 OPG shares at EUR 1.65 valid
until 20/12/2013 (for a total amount of EUR 825,000) (Annex 1.299. 7); (ii) Levosstock exchange order dated 23/12/2013; buy
order on Euronext Paris for 500,000 OPG shares at EUR 1.75 valid until 03/01/2014 (for a total amount of EUR 875,000)
(Annex 1.299.10); (iii) Levos stock exchange order dated 16/12/2013; buy order of 100,000 OPG shares at 46 CZK valid until
20/12/2013 (for a total amount of CZK 4,600,000) (Annex 1.299.8); (iv) Levos stock exchange order dated 23/12/2013; buy
order of 150,000 OPG shares at 47 CZK valid until 03/01/2014 (for a total amount of CZK 7,050,000) (Annex 1.299.9).
97 This is based on the CSSF review of the attendance lists to OPG's shareholders general meetings for the years 2013, 2014,
2015, and 2016. (Annex 1.311.1, Annex 1.311.4, Annex 1.311.5, Annex 1.311.7,Annex 1.311.9, Annex 1.311.11,Annex 1.311.14,
Annex 1.311.16,Annex 1.311.17,Annex 1.311.19, Annex 1.311.21,Annex 1.311.23)and the minutes of these meetings (Annex
1.311.2, Annex 1.311.3, Annex 1.311.6, Annex 1.311.8, Annex 1.311.10, Annex 1.311.12, Annex 1.311.13, Annex 1.311.15,Annex
1.311.18, Annex 1.311.20, Annex 1.311.22, Annex 1.311.24).
98 This transaction could be potentially considered as suspicious in light of the following considerations (i) the transaction
concerned a significant amount of OPG shares (ii) the transaction occurs at a time were the talks on a potential takeover by
CPI Property Group over OPG were already on-going and at a very advanced stage (Annex 1.340.2 and Annex 1.344.2) (iii)
Levos subsequently sells its holdings in OPG shares within very short period of time after the questionable purchase
transaction made on 25 May 2016.
99 Annex 1.290.8J&T Banka, Cash account statement of Levos ; Internal Account 3/EUR0735 referring to the following sale
transactions on 8 June 2016 (i) 3,683,746 OPG shares for a total amount of EUR 1,031,448.88 and (ii) 179,206 OPG shares for
a total amount of EUR 50,177.68 (i.e. in both transactions EUR 0.28 per OPG share). On the buy side, see Annex 1.290.33Cash
account statement of Nukasso Holdings Limited; Internal Account 3/EUR0735 referring to the purchases of the same number
of OPG shares against the same total amounts as at the same transaction dates.
100
The average share price per OPG share as paid by Levosfrom 3 September 2013 until 2 January 2014 exceeded EUR 2/share
(as compared to sale price of EUR 0.28 per OPG share received by Levos on 8 June 2016); Cf. Annex 1.308 (results determined
14
41. The disposal by Levos of its holdings in OPG shares occurred on the same date, at the exact same
price per OPG share (EUR 0.28), and to the same purchaser (Mr Vitek through Nukasso) as for LCE,
Egnaro and Stationway.
D. EgnaroInvestments Limited ("Egnaro")acquisitions- From October 2013 until November

2013
42. Egnaro was also a J&T Banka client.'?' Until July 2011, Egnaro was a subsidiary of J&T Finance
Group, the parent company of J&T Banka.102 The CSSF has gathered further evidence that Egnaro
remained an entity closely associated with J&T Group at least until March 2014.103
43. The beneficial owner of Egnaro is Mr Tomáš David.104 Mr David currently holds several executives
positions within the EPH Group (in particular, he is the current CEO of EP Energy a.s.105and also
serves as a member of its Board of Directorsj.ř" Based upon the information gathered by the
CSSF, Mr David's experience relates primarily to the energy sector. Prior to his significant
investment in OPG shares during the course of the year 2013 (through Egnaro), he had no
professional or business related relationship with OPG and no particular investment track record
as an investor in real estate and hospitality listed companies
44. Prior to 1 October 2013, Egnaro had no trading activity on OPG shares and did not hold any
material stake in OPG shares. Egnaro started its acquisitions of OPG shares concomitantly with
Levos (i.e. on or about the same period upon which LCE stops its acquisitions of OPG shares for
the year 2013 and immediately before Mr Vitek's announcement of his intent to remove the vast
majority of the OPG board members on 15 October 2013 as already described above).
45. From 1 October 2013 until 21 November 2013,107 Egnaroacquired a minor stake (where compared
to the stakes of LCE and Levos)in OPG shares through regular purchases of OPG shares. ln total,
Egnaro held as at the end of the above-mentioned period and as at the OGMs dated 6 December
2013 and 6 January 2014 approximately 0.4% of OPG share capital. 108
46. The only general meeting of shareholders attended by Egnaro since January 2013 is the pivotal
meeting held on 6 January 2014 which had to resolve in particular on the removal of the Main
Institutional Investors' representatives from the board of directors of OPG. 109 At the adjourned
on the basis of the J&T Banka releva nt banking accounts for Levos and on the basis of a currency exchange rate CZK/EURas
at 21 November 2013).
101 Annex 1.331.5.
102 Cf. Annex 1.304: Annual Report 2011 of J&T Finance Group (p. 61).
103 See footnote above in relation to the links of these entities in the context of Unipetrol.
104 Cf. Annex 1.331.3.

10s Cf. Annex 1.335.1.
106 Cf. Annex 1.335.2.
107Annex 1.331.5.It should be further noted that the acquisition period ends just one day before the OPG record date for the
OGM to be held on 6 December 2013 (i.e. the date by which the number of shares actually held had to be confirmed to OPG
in order to effectively vote at the said OGM).
108 Based upon the attendance lists of the OGMs dated 6 December 2013 and 6 January 2014 the shares corresponding to
Egnaro's holdings amounted to 460,787 OPG (Annex 1.311.5and Annex 1.311.7). Based upon the J&T Banka relevant banking
accounts for Egnaro, its holdings amounted to 499,780 OPG shares as at the 21 November 2013 (Annex 1.331.5and Annex
1.308).
109 This is based on the CSSF review of the attendance lists to OPG'sshareholders general meetings for the years 2013, 2014,
2015, and 2016. (Annex 1.311.1,Annex 1.311.4,Annex 1.311.5, Annex 1.311.7,Annex 1.311.9, Annex 1.311.11,Annex 1.311.14,
Annex 1.311.16,Annex 1.311.17,Annex 1.311.19, Annex 1.311.21,Annex 1.311.23)and the minutes of these meetings (Annex
15
OGM meeting dated 6 December 2013 and at the OGM held on 6 January 2014 Egnaro and Levos
were respectively supposed to be represented and were effectively represented by the same
proxy holder (Mrs Martina Havlisova as shown in Annex 1.311.5 and Annex 1.311.7).
47. Egnaro's trading activity on OPG shares in the aftermath of the OGMs held on 6 December 2013
and 6 January 2014 is also remarkable. Further to its initial stake-building between October and
November 2013, Egnaro's trading activities on OPG were put on hold in 2014 and for the most
part of 2015 (with sporadic transactions on OPG shares in September and October 2014 and
March 2015). Nevertheless, a very active transactional activity with regular purchases of large
amounts of OPG shares is reinitiated by Egnaro from 27 November 2015 until 26 February 2016.
During this second stake-building period, Egnaro acquires 8,196,111 OPG shares"? (the lowest
and maximum price paid for OPG shares by Egnaro during this period are respectively EUR 0.11
and EUR 0.24).111 This active purchasing activity precedes the sale by Egnaro on 8 June 2016 of
9,456,898 OPG shares to Mr Vitek (Nukasso)through two privately negotiated transactlons.!"
48. The disposal by Egnaroof its holdings in OPG sharesoccurred on the same date, at the exact same
price per OPG share (EUR 0.28), and to the same purchaser (Mr Vitek through Nukasso)as for LCE,
Levos and Stationway.
49. Egnaro is also involved in the OPG asset stripping process undertaken by Mr Vitek as regards the
Endurance Fund (cf. indicator n°S below).
Indicator n°4:
The battle for control over OPG and its outcome
(from November 2012 until May 2014}
A. General background
50. The corporate governance and the financial needs of the company have been structural issues
and among the main sources of discussionwithin the board of directors of OPG (the "Board") and
between the management of OPG and the Main Institutional Investors even before the entry of
Mr Vitek into the share capital of OPG. After Mr Vitek's Initial Stake-building, these discussions
1.311.2, Annex 1.311.3,Annex 1.311.6, Annex 1.311.8,Annex 1.311.10, Annex 1.311.12,Annex 1.311.13,Annex 1.311.15,Annex
1.311.18,Annex 1.311.20,Annex 1.311.22,Annex 1.311.24).
110 The most important purchase transaction made during this period is made on 4 February 2016 with the acquisition by
Egnaro on the regulated market of the Luxembourg Stock Exchange of 2,557,522 OPG shares at EUR 0.14/share (Cf. Annex
1.331.5). This acquisition is made in the context of the sales facility procedure put in place by OPG further to the
announcement to delist its shares from Euronext Paris (Cf. OPG news release dated 7 January 2016 "Oreo Property announces
voluntary de/isting from Euronext Paris"); and OPG news release dated 5 February 2016 "Results of the sales facility of Oreo
Property Group." Noticeably all shares tendered in the OPG'ssales facility were acquired by one sole purchaser, Egnaro.
111 Annex 1.308 (results determined on the basis of the J&T Banka relevant banking statements- Closing information for the
client- Egnaro Investments Limited).

112 Annex 1.331.5. J&T Banka, Closing information for the client- Egnaro Investments Limited referring to the following sale
transactions on 8 June 2016 (i) 1,260,787 OPG shares for a total amount of EUR 353,020.36 and (ii) 8,196,111 OPG shares for
a total amount of EUR 2,294,911.08 (i.e. in both transactions EUR 0.28 per OPG share). On the buy side, see Annex 1.290.33
Cash account statement of Nukasso Holdings Limited; Internal Account 3/EUR0735 referring to the purchases of the same
number of OPG shares against the same total amounts as at the same transaction dates as referred to above in relation to
Egnaro.
16
became even more crucial with a polarization between the proposals of Mr Vitek and those of the
Main Institutional Investors.
51. As regards the specific intentions of Mr Vitek as most important shareholder in OPG since
November 2012, evidence gathered by the MAF li Department suggests that his aim to gain
control over OPG goes back to the period when his Initial Stake-building took place.113 It should
be further underlined that Mr Vitek's various proposals made to the OPG Board and to its general
meetings of shareholders from late 2012 until January 2014 mainly aimed (i) to obtain dominant
influence over the Board through the removal of the dissenting members and their replacement
by persons proposed by him; (ii) and to amend the authorized share capital clause by increasing
the level of authorized capital of OPG with the possibility for the Board to limit or cancel the
preferential subscription rights of the shareholders.
52. The Main Institutional Investors were rapidly concerned to find themselves in a minority position
with respect to Mr Vitek114 and strongly opposed these proposals within the Board,115 at the
convened EGM and OGMs (with deadlocked resolutions and postponements of these rneetingsj+"
and through various pressreleasesin the form of open letters to OPG shareholders.F'This conflict
occurs and takes place more generally in a context of doubts and mistrust stated repeatedly by
institutional investors sitting on the Board (David Ummels,118 Guy Shanon,119 Benjamin Colas!",
lan Cash121) and by independent directors (Alexis Juan,122 Bernard Kleiner)123in relation to the
creeping control of Mr Vitek over OPG and/or his acting in concert with one or more other
shareholders.
53. The CSSF has gathered evidence of repeated undisclosed meetings and communications between
Mr Ott and Mr Vitek, notably prior to important Board meetings and general meetings of
shareholders that were convened in order to deliberate on the main topics discussedabove (share
capital increases and board composition).124 The participants to these meetings were limited as
only the OPG top management, Rothschild (which had provided and was still providing services
to both OPG and Mr Vitek), 125 and Mr Vitek assisted to these meetings. Based upon the
113 As early as November 2012, Mr Vitek through a key CPI representative (Mr Martin Nemecek) states Mr Vitek's willingness
to acquire the control of the company by teaming-up with other shareholders of OPG. Cf. Annex 1.67.5 Martin Nemecek e
mail dated 8 November 2012 to Guy Shanon "Let me repeat that our goal is ta reachjust be/aw 30 % and team up with other
shareholders to get majority (whether with you or others) and see the company operating well."
114 Cf. Annex 111.683, Annex 111.684 and Annex 111.685; Exchange of e-mails between Alchemy, Kingstown and Rothschild on 20
and 21 November 2012.

115
For instance minutes of the meeting of the Board of 27-29 November 2013 (Annex 1.209.3)and transcript of the meeting
of the Board of 20 December 2013 (Annex 1.210.3).
116 For instance the AGM scheduled for 30 May 2013 adjourned until 27 June 2013 (Annex 1.228.2), the OGM Scheduled for 6
December 2013 adjourned until 6 January 2014 (Annex 1.57.2) or the GM scheduled for 10 March 2014 adjourned until 8 April
2014 (Annex 1.309.2)
117 For instance: Annex 1.21, Annex 1.218, Annex 1.67.8, Annex 1.75.
118 David Ummels e-mail to Brad Taylor and to the board of directors dated 10 November 2012 (Annex 111.677) in the context
of the early board composition proposal of Mr Vitek whereby Mr Ummels considered these proposal as "gross and obvious
attempt to gain effective control of the company with 3 seats at the board, without launching a proper take over or paying
any sort offair price to shareholders for it."
119
Email to Mr Jean-Francois Ott dated 8 May 2013 (Annex 111.806)
120 E-mail sent by Benjamin Colas of Orea Finance to Guy Shanon on 15 January 2013 (Annex 1.61.4)
121 E-mail sent by lan Cash to the Board on 14 October 2013 (Annex 1.67.7)
122 Minutes of the meeting of the Board of 28 May 2013 (Annex 1.203.34, p. 9-10) and transcript of the meeting of the Board
of 20 December 2013 (Annex 1.210.3).

123
Minutes of the meeting of the Board of 28 May 2013 (Annex 1.203.34, p. 9-10)
124 Amongst others, the CSSF gathered evidence on multiple instances concerning undisclosed business trips, meetings and
conference-calls between Mr Vitek and Mr Ott from end 2012 until mid-2013. A non-exhaustive listing of these events is
exposed in Annex 1.306.
125 It should be more particularly underlined that Rothschild was mandated to provide various services including corporate
restructuring advice to the Board notably: mandates granted on 18 February 2011 (Annex 1.203.6, p. 5), 23 November 2011
17
information gathered by the CSSF, neither the Board nor the other major OPG shareholders (in
particular the Main Institutional Investors) or the other OPG shareholders at large were present
at, or had even knowledge of, these events. The CSSF did not find any minutes recording the
subject matters and particulars discussed during these meetings. More significantly, the CSSF has
further found evidence that during the battle for control over OPG, Mr Ott and Mr Vitek had joined
forces on several and crucial occasions (as further described hereinafter) in order to acquire and
secure Mr Vitek's control over OPG. From the perspective of its various episodes and outcomes,
the battle for control over OPG evidences Mr Vitek's progressive exercise of dominance and/or
control over OPG.
54. The battle for control over OPG can be summarized chronologically with particular emphasis on
the battle over the shareholding predominance (and more particularly its consequences) and the
subsequent divide in the decision making-process as regards the main topics affecting OPG (i.e.
its corporate governance, in particular its board composition and its equity financing needs) at
the board meetings and the EGMs/OGMs deliberating on these topics. The below developments
provide concrete examples of the concert action between the Main Concert Parties and on an
ancillary basis between the Main Concert Parties and the Secondary Concert Parties.
B. Shareholding battle consequences126- changes in the opposing shareholders respective

influences
55. EarlyJanuary 2013 - Consumedweakening of the institutional investorsfurther to Mr Vitek

becomingthe most important shareholder:The acquisition of their respective stakes by Mr Vitek
and Mr Ott result in the significant weakening of the institutional investors' presence in OPG's
share capital.127 By the end of January 2013 their aggregated position in the OPG share capital is
shrinking and approximately equivalent on an aggregated basisto those of Mr Vitek whereas prior
to the entry of Mr Vitek and the reinforcement of Mr Ott in the OPG share capital they were on
an aggregated basisthe largest shareholders of OPG.
56. EarlyJanuary2014- Institutional Investorsdefinitively outvoted and in minority: By that time,

Mr Vitek benefits, allegedly, from an extended shareholders support and consequently
strengthens his grip on the decision making process of OPG'sEGMs/OGMswith (i) the support of
Mr Ott through his holdings in Stationway (the aggregated holdings in OPG shares of Mr Vitek and
Stationway exceeding the Control Threshold) and (ii) the support of LCE, Levos and Egnaro (the
aggregated holdings in OPG sharesof Mr Vitek together with the respective holdings of LCE, Levos,
and Egnaro as at 6 January 2014 also exceed the Control Threshold).
C. Battle over the OPG Boardpredominance
57. Mr Vitek's various attempts to exercise a dominant influence over the Board start in November
2012 and span throughout the whole year of 2013 and early 2014 with an open conflict with the
(Annex 1.203.15, p. 10), 25 May 2011 (Annex 1.203.11, p. 18) and 29 June 2011 (Annex 1.203.12, p. 10); mandate granted
further to the meeting of the Board dated 28 March 2013 (Annex 1.203.31,p. 18 and 20) and subsequent detailed presentation
made by Rothschild to the Board on 15 May 2013 (Annex 1.203.33 and Annex 1.143);whereas on or about the same time it
also provided to Mr Vitek various services relating to OPG shares (Annex 111.651, Annex 111.675.1, Annex 111.706), Ablon shares
(Annex 111.700, Annex 111.701, Annex 111.702, Annex 111.703, Annex 111.704, Annex 111.705), project "Bloc" (Annex 111.708.1, Annex
111.708.2) and real estate transactions (Annex 111.711, Annex 111.727.1, Annex 111.732.1).
126 As regards the stake building process of Mr Vítek's and persons acting in concert with him, please refer to indicators 1, 2
and 3 above. This section will only refer to the consequences of these creeping acquisitions from the perspective of the
dominance or control of Mr Vitek over OPG.
127 The disposals of OPG shares by certain institutional investors was followed by the resignation of their representatives at
the Board (this seems more particularly the case of Benjamin Colas with the disposal of shares by MTone; Annex 1.3.2).
18
Main Institutional Investors of OPG. Mr Vitek's initiatives in relation to the composition of the
Board are punctuated by abrupt and unpredictable reversals as further described below. The
below developments also show Mr Otťs growing support to these proposals (from implicitly to
overtly supportive as the time goes by) :
58. November 2012 - February 2013 - First Board of Directors' restructuring - Main shareholders'
balanced representation: After circulating conflicting proposals as regards the Board
composition, Mr Vitek and the Main Institutional Investors finally reached an agreed position on
their balanced representation at the Board as formalized by the OGM held on 4 February 2013
deliberating on this topic.128 This Board reshuffling resulted in the removal/resignation of the
minor institutional representatives129 holding seats at the Board. As a result of the OGM held on
4 February 2013, OPG had 11 directors with a balanced representation between Mr Vitek with
three seats (Mr Vitek, Mr Martin Nemecekand Mr Jiri Dedera) and the Main Institutional Investors
with three others seats (Mr lan Cash, Mr Alex Leicester from Alchemy and Mr Guy Shanon from
Kingstown), 2 executive directors (Mr Ott, Chairman and CEO of OPG, and Mr NicolasTommasini,
deputy CEO and CFO of OPG) and three independent directors (Mr Juan, Mr Wallier, Mr
Kleiner).13°
59. May 2013 - June 2013: Mr Vitek's Board flooding attempt resulting in a biased selection process
of independent directors."! Mr Vite k's proposal is made (through Ga mala) per letter dated 7 May
2013.132 ln terms of timing the proposal was made without warning and without previous
discussion by the Board while a first convening notice of the annual OGM had been already
published and with a publication of the revised agenda of the OGM by OPG on 15 May 2013 (i.e.
128 As a result of this OGM, Mr Vitek obtained three seats at the Board (with the appointments of Mr Nemecek, Mr Dedera
and himself) whereas Kingstown and Alchemy obtained three other seats (with the appointments of Mr Leicester, Mr Cash
and Mr Shanon), with two other seats held by the management (Mr Ott and Mr Tommasini) and three independent directors
{Mr Juan, Mr Wal lier, Mr Kleiner) (Annex 1.42.2).
129 Mr Bertrand Des Pallieres {Lansdowne Capital S.A) and Mr Benjamin Colas (MTone Limited) resigned in early January 2013
(Annex 1.3.2) while Mr David Ummels is removed further to OGM dated 4 February 2013 (Annex 1.42.2).
130 Annex 1.42.2
131
lt should be also noted that in addition to seeking control of the Board through the appointment of representatives serving
his interests, Mr Vitek also proposed to the Board, with Mr Otťs express support, the appointment of Mr Nemecek and Mr
Dedera (who were OPG board members but more importantly executives of CPI and thus indirectly Mr Vitek's employees) as
managers involved in the day to day business of OPG. Cf. minutes of the board meeting dated 24 April 2013. Annex 1.203.32,
p. 8: "(... ) Mr. Nemecek stated that he is ready to come to help the Company and become an executive in order to help the
management. (...) Mr. Nemecek stated that he would oversee the day to day operations with a primary focus on Prague and
the Czech Republic. They could have a detailed review of the cash flow of the Company, sit in the Prague office, and render
secondary opinions and present recommendations to the Board. Mr. Vitek stated that he wants Mr. Dedera and Mr. Nemecek
to be in the Company's Prague office on a daily basis since Mr. Ott and Mr. Tommasini are not there on a daily basis. (...)Mr.
Ott said that the Board should consider the benefits of additional support at the Prague level.(... ) Mr. Vitek stated that Mr.
Nemecek and Mr. Dedera should become executives as soon as practically possible.( ... )"
ln that context Mr Shanon, Mr Cash, Mr Juan and Mr Wallier are requiring more information: "(... )Mr. Shanon asked, what
exactly Mr. Nemecek's position should be.(...) Mr. Shanon stated he would need additional information on this proposal before
considering it for decision. At the very least Mr. Shanon felt that the Board should be provided with details about their
proposed titles, roles, salaries, responsibilities, and contracts. Mr. Juan supported Mr. Shanon's position and stated that he
too would need additional information on Mr. Dedera and Mr. Nemecek's proposed positions before rendering a decision. As
an example, he wanted to know if Mr. Dedera and Mr. Nemecek would be resigning from their current positions with CPI if
they were to workfor the Company.( ... ) Mr. Cashstated he is very uncomfortable with CPI representatives taking any executive
position within the Company. The management is responsible for the financial information and day to day operation of the
Company and reports to the Board as a whole as such. It would be inappropriate and improper for one shareholder to have
executives in the offices of a public company, or to be employees or to have any roles that allow them to deal on a day to day
basis with third parties. Mr. Cash welcomes Mr. Dedera and Mr. Nemecek's contributions to the Company at the Board level,
but they should not also be allowed to be managers or executives of the Company. Mr. Juan reminded the Board that in his
role as an independent Board Member, he would ensure that the Company follows the corporate governance and legal
requirements needed in considering such a proposal. (... )"
132 Annex 1.311.3, p. 13 et seq.
19
only one day before the record date established as at the 16 May 2013).133 According to Mr Vitek's
own statements during the Board meeting on 15 May 2013, his proposal was motivated by the
fact that "no decisions are being made" within the Board.134 The appointment of these persons
would have meant a board of directors composed of up to 16 dírectors!" with 8 of its members
proposed by Mr Vitek.
60. The evidence gathered by the CSSF suggeststhat Mr Vitek's proposal was discussed beforehand
between Mr Vitek, Mr Ott and Rothschild.136
61. Further to the candidates interviews followed by intense board discussions(with a more particular
emphasis on the candidates' independence towards Mr Vitek), 137 and upon postponement of the
annual general meeting ("AGM") scheduled for 30 May 2013 at the request of Alchemy and
Kingstown, an agreed position was ultimately found at the OµM taking place on 27 June 2013
with a new 9 board members composition (instead of 11 previouslvl.P" Further to the above
mentioned OGM, the Board was thus composed of two members representing Mr Vitek, 139 two
other members representing the Main Institutional Investors (Alchemy, Kingstownlř", two
members from the management141, and three independent directors.142
62. ln light of the evidence gathered by the CSSF on the various financial and business links between
Mr Vitek and Mr Hughes,the latter's appointment as a newly independent director of OPG, upon
Mr Vitek's proposal from 7 May 2013, seems questionable.143 Mr Hughes appointment together
with the decrease in the number of board members actually helped Mr Vitek in ascertaining his
influence over the decisions to be adopted by the board of OPG in the subsequent months (in
particular with respect to OPG'sassetsdisposals related decisions).
133 It should be further noted that the OPG press release (Annex 1.48.2) concerning the revised agenda is dated 16 May 2013
(i.e. the same date as the record date to bring evidence of their OPG holdings) thereby leaving no time to non-participating
shareholders who may have had an interest to attend and vote on this particular matter. The CSSF did not find justification
on the significant lapse of time between the date where the Gamala letter was received by OPG (on 8 May 2013 as indicated
in the above-mentioned press release) and the date upon which a revised OGM agenda was actually published (15 and 16
May 2013, Cf. Annex 1.48.2 and Annex 1.227.2).
134Cf. Annex 1.203.33,p. 7). ln practice this initiative from Mr Vitek occurs shortly after Mr Shanon's proposal to sell the entire
OG stake in order to find a definitive solution to the financing needs of OPG. This initiative was discussed at the OPG's board
meeting held on 28 March 2013 and was categorically opposed by Mr Vitek (Annex 1.203.31,paragraph 8 f "Other Sources,
p. 19).
135 ln practice the total number of directors would have been lower with the resignation of Mr Bernard Kleiner on 14 May
2013 (without proposed replacement by Gamala) and Mr Alexis Juan's threatened resignation at the Board meeting dated 15
May 2013 in case of the expanded number of board members proposed by Mr Vitek (Annex 1.203.33, p. 7). Mr Bernard
Kleiner's resignation (dated 14 May 2013 and effective on 30 May 2013} (Annex 1.48.2) occurs shortly after Gamala's proposal
for an increase number of board members dated 7 May 2013 (Annex 1.311.3; p. 13 et sq and Annex 1.227.2).
136 Information gathered by the CSSF evidences a conference call held between Mr Ott, Mr Lionel Botbol, Mr Vitek and
Rothschild on 7 May 2013 (Annex IV.230) as well as exchange of correspondences between CPI show that Rothschild advised
on the content of Gamala's letter content (e-mail from Mr Nemecek from CPI to Mr Zellitch from Rothschild dated 7 May
2013 concerning Mr Ai m's experience and previous positions; Annex 111.795).
137 Cf. Annex 1.203.34; OPG's board meeting held on 28 May 2013.
138 Further to the exchanges of correspondences and discussions between OPG management and its main shareholders (Mr
Vitek and the Main Institutional Investors Alchemy and Kingstown), a compromise was apparently found with the withdrawal
of 4 out of 5 candidates proposed by Mr Vitek and the additional resignations of Mr Leicester (from Alchemy) and Mr
Nemecek (from CPI). This agreement is also described in the "Open Letter to Orco's Shareholders from Alchemy and
Kingstown" dated 21June 2013 (Cf. Annex 1.67.8, p.14-15).
139 Mr Dedera and himself.
140 Mr Cash and Mr Shanon.

141 Mr Ott and MrTommasini.
142 Mr Juan, Mr Wallier, Mr Hughes.
143 Annex 1.317.
20
63. October 2013 - January 2014 - Mr Vitek's downsizing attempt of the Board - The removal of the
representatives of the Main Institutional Investors: Notwithstanding the temporary agreement
found by the main shareholders on 27 June 2013, Mr Vitek remained nonetheless unsatisfied on
how the Board operated and expressed his discontent in an e-mail addressed to the Board
members on 15 October 2013.144 His discontent seems to arise further to an e-mail from lan Cash
to OPG's Board whereby the latter raised several questions and in particular a query in relation to
Mr Lumir Safranek (the beneficial owner of the OG shares purchased by Kamoro) (cf. paragraphs
95 ff. below).
64. ln its letter dated 16 October 2013145, Mr Vitek (through Gama la) requested the convening of an
OGM in order to significantly downsize OPG's board with six removal proposals (Mr Tommasini,
Mr Wallier, Mr Juan, Mr Shanon, Mr Cash and Mr Dedera) which would have left the Board with
only 3 remaining directors (Mr Vitek, Mr Ott and Mr Hughes).
65. It should be further stressed that in addition to Mr Vitek's initiative, Mr Ott, per his letter dated 2
December 2013146and in the mix of increased tensions within OPG's Board concerning the assets
disposals to be made, expressly asked as Chairman of OPG Board of Directors for the resignation
of Mr lan Cash and Mr Guy Shanon of their mandates as directors of OPG's Board.147
66. The board members representing the Main Institutional Investors are removed from the Board as
a result of a close vote at the OGM held on 6 January 2014148• With respect to the vote count, the
following observations can be made:
a. The sole votes of Mr Vitek (through Gamala and Crestline) would not have been sufficient to
win the vote approving the removal of the two directors representing Alchemy and Kingstown
based upon the analysis of the cast votes.149 Gama la and Crestline votes had necessarily to be
supported by the votes of other shareholders and the abstention of certain other shareholders
assisting at or represented to the OGM.
b. The analysis of the votes shows that Mr Ott (through Stationway) abstained to vote on Mr
Vitek's proposal to remove the representatives of Alchemy and Kingstown.P" However, that
abstention was key for the success of Mr Vite k's proposal, which could not have been adopted
144
Cf. Annex 1.67.7: E-mail from Mr Vitek to the OPG Board dated 15 October 2013. "Guys, Emailbelow shows we are heading
nowhere. This is exactly why I don't attend board meetings. It is waste of time. Oreo is spending fortune for endless internal
meetings and answering stupid questions. I will call EGMand propose fully functioning board. I should have done it in May!
Radovan".
145 Request of Gamala dated 16 October 2013 as referred to in the notice of 5 November 2013 for the convening of an ordinary
general meeting of OPG's shareholders to be held on 6 December 2013 (Annex 1.55.2).
146 Annex 1.24.4 Letter from Mr Ott to the attention of Mr Cash and Mr Shanon dated 2 December 2013.
147 Ibidem and in particular the following statement "Given your conduct over the past year and particularly of last week, as
the Chairman of the Board of DirectorsI ask that you immediately tender your resignations from the Board".
148 Annex 1.311.7, Annex 1.311.8.
149 The cast votes against the Mr Cash and Mr Shanon respective removals were identical with a total amount of 37,964,221
votes whereas Mr Vite k's aggregated participations through Crestline and Gamala were 35,177,765 votes (Cf. Annex 1.311.7,
and Annex 1.311.8).
150 The aggregated votes of Mr Vitek's controlled entities (with Gamala and Crestline equal to 35,177,765 votes) together
with the votes of Stationway (10,572,704 votes) would have significantly exceeded the actual cast votes (39,580,379)
supporting the removal of Mr Guy Shanon and Mr lan Cash as members of OPG Board (Cf. Annex 1.311.7 and Annex 1.311.8;
Minutes of the OGM dated 6 January 2014, 4th and 5th resolutions p. 4 and S and shareholders attendance list). Mr Jean
Francois Otťs abstention to vote through Stationway is also consistent with his previous position as stated on the minutes of
the OPG Board dated 27-29 November 2013 (Cf. Annex 1.209.3, p. 16).
21
without at least Mr Otťs (through Stationway) tacit support in the form of an abstention to
vote on the corresponding resolutions. 151
c. With Mr Otťs abstention (through Stationway) and on the basis of the actual cast votes
rejecting the resolutions proposing the removal of the representatives of Alchemy and
Kingstown (i.e. 37,964,221 votes), it was sufficient for Mr Vitek (through Gamala and Crestline)
to obtain the support of LCE and Levos(representing on an aggregated basis39,062,360 votes)
in order to win the vote and have the above-mentioned resolutions passed.152 Without the
support of those entities (and to a lesser extent the support of Egnaro), the resolutions to
remove Guy Shanonfrom Kingstown and lan Cash from Alchemy would have been defeated.153
d. As a result of the removal of Guy Shanon and lan Cash from the Board, Mr Vitek acquired full
control of the board of directors of OPG (with him as sole shareholder representative and the
majority of the other directors being under his direct or indirect influence).
67. April 2014: Mr Otťs and Mr Vitek's aligned votes in the rejection of the Main Institutional
Investors'last attempt to re-enter the OPG Board: Mr Otťs and Mr Vitek's coordinated actions
in relation to the exercise of control over OPG'sBoard can also be observed in the context ofthe
final tentative of Alchemy and Kingstown to be elected back as members of OPG Board with their
respective proposals to be decided upon by the OGM taking place on 8 April 2014. While
Kingstown desists unilaterally and retrieves its proposal, Alchemy's proposal will be rejected with
the aggregated votes of Mr Vitek and Mr Ott (based upon the analysisof the voting results of said
OGM).1s4
D. Share capital increases within the authorized capital clause with cancellation of the
shareholders'preferential subscriptionrights(the "shareholders'PSR")
151 A vote against from Mr Ott (through Stationway) in relation to Gamala's proposal to remove the directors representing
the Main Institutional Investors would not have allowed the proposed resolution to be passed. Indeed the aggregated votes
of Stationway (10,572,704 votes) together with the votes of Alchemy, Kingstown, Tricadia Credit Strategies Master Fund LTD
and the votes for which a proxy to vote was provided to the Main Institutional Investors' representatives at the OGM (in
excess of 40M votes) would have exceeded the number of votes actually in favor of the proposed removal during the 6h
January 2014 OGM (39,580,379 votes) Cf. Annex 1.311.7and Annex 1.311.8:Attendance list and Minutes of the OGM dated 6
January 2014, 4th and 5th resolutions p. 4 and 5.
152 The developments under indicator n°3 constitute sufficient evidence that the respective cast votes on behalf of LCE, Levos
and Egnaro were supportive of Gamala's proposed resolutions to remove Mr Cash and Mr Shanon. It should be further noted
that the aggregated votes of Mr Vitek (through Gamala and Crestline) and the votes of LCE, Levos and Egnaro amount to
39,523,147 votes out of the 39,580,379 total cast votes in favor of Mr Guy Shanon and Mr lan Cash respective removals (i.e
99.85% of the total cast votes approving the proposed resolutions with only 57,232 additional spare votes).
153 Cf. footnote 149.
154 ln this particular instance no abstention was expressed by Mr Ott through Stationway (there were actually no abstentions
being expressed; Cf. Annex 1.311.12, p. 10 "TROISIEMERESOLUTION"; "Abstentions://"). Out of the total of votes actually
represented at this OGM, the aggregated votes of Alchemy and Kingstown related entities (i.e. 25,544,292 votes in total) and
Stationway (10,572,704 votes and together with the votes of Alchemy and Kingstown 36,116,996 votes) would have exceeded
the number of votes actually cast (34,904,774 votes) in favor of Mr lan Cash appointment as OPG board member (Annex
1.311.11 and Annex 1.311.12) which conversely implies that Mr Ott had necessarily casted his vote against the above
mentioned appointment.
Voting results further show that, out of the 81,240,401 voting shares represented in this OGM, Mr Vitek had necessarily to
rely on Mr Otťs support to reach the 46,335,627 shares rejecting the proposed appointment of Mr Cash (as such number
cannot be reached where excluding the aggregated participations of the Main Institutional Investors and Stationway; in this
scenario the outstanding shares represented and left for voting at this OGM would have been 45,123,405 OPG shares, i.e.
below the actual number of OPG shares by which the appointment of Mr lan Cash was rejected).
22
68. After an initial attempťtriggering the opposition of the Main Institutional lnvestors155 ahead of
the EGM of 4 February 2013 and further to the agreement reached at the OGM of the same date
on a balanced composition of the Board, Mr Vitek abandoned (at least temporarily and during the
course of the meetings of the Board taking place in 2013) his proposals to support share capital
increases at the OPG level with cancellation of the shareholders' PSR until the removal of the
directors representing institutional investors from OPG'sBoard,156 preferring instead to support
OPG's asset disposals alternative suggested by the management of OPG (in particular the OG
shares disposals). Only after the removal of the representatives of the Main Institutional
Shareholders (Mr lan Cash and Mr Guy Shanon) from OPG'sBoard and Mr Vite k's effective control
over the Board was a first EGM held on 8 April 2014 with a decision passed in order to decrease
the accounting par value of the OPG sharesfrom EUR 2 to EUR 1 with the corresponding decrease
of the share capital by half from EUR 229,015,258 to EUR 114,507,629 based upon the proposal
of Mr Vitek (through Gamala).157 A second EGM is held shortly thereafter, on 28 May 2014,
whereby it is decided to (i) further decrease the share capital from EUR 114,507,629 to EUR
11,450,762.90 by decreasing the accounting par value of the OPG shares from EUR 1 to EUR 0.10
and (ii) to modify renew and replace the authorized share capital clause with an amount set to
EUR 20,000,000 and the possibility to cancel the shareholders' PSR.
69. As regards more specifically the crucial resolutions of 28 May 2014 in relation to the OPG dramatic
share capital decrease and the renewal and replacement of the authorized share capital clause
with the possibility to cancel the shareholders PSRs, these resolutions are also passed with the
aligned votes from both Mr Vitek (through Gamala) and Mr Ott (through Stationway) and against
the vote expressed by the Main Institutional Investors (in this particular instance Alchemy).158
Without Mr Otťs express support in favor of these resolutions that were also voted for by Mr
Vitek, these resolutions would not have been passedas the statutory majority of 2/3 of the votes
cast would not have been reached. It should be further noted that these resolutions constitute
the underlying background making possible the subsequent issuanceson 10 November 2014 of
significant stakes to Fetumar and Aspley in OPG with limited funds through capital increases with
the cancellation of preferential subscription rights.159
E. Miscellaneous
70. After the OGM of 6 January 2014, the attendance lists of the general meetings of OPG160 show a
noticeable decline in shareholders participation, which can arguably be considered as a further
indication that the remaining OPG shareholders (outside Mr Vitek and Mr Ott and related entities)
155 Cf. Ga mala and Crestline letter dated 27 December 2012 figuring as appendix 3) to the minutes of the OPG Board dated 2
January 2013 (Annex 1.203.27) together with the minutes of EGM 4 February 2013. (Annex 1.320.3).
156 Board of 25 February 2013 (Annex 1.203.30): Only two weeks after his proposal to review and amend the authorized share
capital clause in order to allow share capital increases with the cancellation of PSRs "Mr Vitek stated that Crestline and
Gama/a would not support a capital increase at the OPG level at an EGMand that therefore the Board should consider other
alternatives" (p. 6 of the above-mentioned board minutes); "Mr Vitek reiterated that Crestline and Gamala would be likely
to vote against such a capital increase at the OPG level given their increased stake in the Company since initially considering
an OPG capital increase and that it may ultimately be better for the Company to be taken private" (p. 9 of the same board
minutes). Mr Vite k's stance was reiterated on the board meeting dated 15 May 2013 (Annex 1.203.33; Paragraph 4 "Reserved
Capital Increase" p. 4).
157 EGM Convening notice dated 19 February 2014 further to Gamala's request dated 15 February 2014 (Cf. Annex 1.321.2;
third paragraph; p.1).

158 Cf. Annex 1.311.15(first and third resolutions, p. 4 to 6) together with Annex 1.311.16 ("liste de présence").
159 Aspley and Fetumar enter into capital of OPG: Reserved capital increase at OPG level implemented out of the authorized
capital. Aspley (Pavel Spanko) and Fetumar (Jan Gerner) subscribe to 100,000,000 OPG shares for EUR 29.6M each (ca. EUR
0.296/share). Ca. 31.8% of voting rights in each case (Annex 1.174.2, Annex 1.121.2).
160 Annex 1.311.9, Annex 1.311.11, Annex 1.311.14, Annex 1.311.16, Annex 1.311.17, Annex 1.311.19, Annex 1.311.21,Annex
1.311.23.
23
considered that OPG was effectively under the control of one or more shareholders from early
2014.
Indicator n°S:
Asset Stripping 1 - The Acquisition by Mr Vitek of Endurance
with the assistance of Mr Ott and certain SPVs
71. Endurance. - Endurance was the label under which OPG managed real estate investment funds
for third parties. More information on The Endurance Real Estate Fund FCP-SIF (the "Endurance
Fund" or the "Fund"), an umbrella fund which, in 2012/2013, had three closed-ended sub-funds
(Office, Office li and Residential), is set out in Annex 1.343. The management of the Fund was in
the hands of Mr Ott, the CEO of OPG, and two other OPG managers, Mr Tommasini and Mr
Vobruba. At the end of 2012, a substantial part of the units issued by the Endurance Fund was
held by OPG itself.161
72. The orchestrated steps leading to the acquisition of Endurance by Mr Vitek. - According to the
information collected by the CSSF, the acquisition of the office portfolios of the Endurance Fund
by Czech Property Investments, a.s ("CPI"), the company of Mr Vitek, was an orchestrated
operation which consisted of several stages. They can be summarized as follows:
i. Undisclosed mandates granted by Mr Vitek to J&T Banka over the period from December
2012 to April 2013 to purchase Endurance units from unitholders, including OPG;162
ii. Powers of attorneys granted by J&T Bankato Mr Marek Galvasto negotiate the acquisition
of Endurance units from the respective unitholders (including OPG);163
iii. The sale of the Endurance units owned by OPG to J&T Banka following the decision of the
OPG board of January 2013 (Office units)164 and February 2013 (Office li units)165;
iv. When J&T Banka had become the largest unitholder of the Endurance Fund following the
agreements entered into with several unitholders166: Sidoti a.s. ("Sidoti"), a Czech company
owned by Mrs Milada Mala, the mother of Mr Vitek,167 made several offers to the
management company of the Fundto purchase certain buildings (letter of intent, or LOI, 1)
and subsequently, the entire portfolios of the sub-funds Office and Office li ( letter of intent,
or LOI, 2);168
161 ln the Office sub-fund OPG held 3,751,819.38 out of 13,930,387.74 units as of 30 September 2012, or ca. 27% (Annex
1.289.34). ln the Office li sub-fund, OPG held 459,380.719 out of 1,993,776.188 units (Annex 1.289.34). The other units in the
Office li sub-fund were held by Stichting TKP Pension Real Estate Fonds (Annex 1.289.34).
162 Cf. the commission agreements between Mr Vitek and J& T Banka in Annex 1.314.17 (OPG), Annex 1.314.18 (OPG), Annex
1.314.19(Stichting TKP Pension Real Estate Fonds), Annex 1.314.20 (ELQInvestors li Ltd and AS SEB Pank), Annex 1.314.21 (CS
Property Investment Limited, Henderson Indirect Property Fund (Europe) FCP FIS - Sub-Fund A, Valbonne li, Nationale
Nederlanden Levensverzekering Maatschappij N.V.), Annex 1.314.22 (Activinvestor Real Estate N.V.), Annex 1.314.23
(Activinvestor Property Holdings B.V.) and Annex 1.314.24 (Bank Austria Creditanstalt Real Invest GmbH).
163 Cf. the powers of attorney granted by J&T Banka to Marek Galvas in Annex 1.314.32, Annex 1.314.33, Annex 1.314.34, Annex
1.314.35,Annex 1.314.36, Annex 1.314.37, Annex 1.314.38, Annex 1.314.39, Annex 1.314.40,Annex 1.314.41, and Annex 1.314.42.
164 Board resolutions of 25 January 2013 (Annex 1.203.28, p. 5) and Board minutes of 29 January 2013 (Annex 1.203.29, p. 5).
165 Board minutes of 25 February 2013 (Annex 1.203.30, p. 16-17).
166 Cf. the purchase agreements in Annex 1.314.2, Annex 1.314.3, Annex 1.314.4,Annex 1.314.5, Annex 1.314.6, Annex 1.314.7,
Annex 1.314.8, and Annex 1.314.9.

167 Cf., for example, board minutes of 29 August 2013 (Annex 1.203.37, p. 12).
168 Annex 1.289.11, Annex I 289.13, Annex 1.289.14,Annex 1.289.20, Annex 1.289.25and Annex 1.289.30.
24
169
v. At the meetings of the unitholders, OPG managers used their positions held in the
management company of the Fund to arrange for the acceptance of the Sidoti offer by the
Fund in June 2013 despite the prospect of a higher offer from other unitholders (Danish
pension funds);170
vi. ln September I October 2013, Sidoti sold the office portfolios acquired from the Fund to
CPI, the company of Mr Vitek (with, at least on the face of it, a substantial profit for Sidoti
or, depending on the perspective, shortfall for the former unitholders of the Fund).171
73. According to the evidence gathered in the course of the investigation, there are the following
elements that reveal concerted actions between Mr Ott and Mr Vitek with respect to Endurance.
74. The speed with which Mr Ott rushed the sale of the Office units of OPG to J&T Banka through
the OPG Board before the election of the new board members scheduled for 4 February 2013.
The sale of Endurance units owned by OPG to raise cash does not appear to have been
contemplated by the OPG Board before January 2013.172 The matter is dealt with at the two
boards of 25 and 29 January 2013.173 A first proposal to sell the Office units was put to the vote of
the OPG directors on 25 January 2013 in the form of written resolutions (réso/utions circu/aires), 174
i.e. without a meeting in person or via teleconference at which matters would or could have been
discussed among OPG directors. All OPG directors voted in favour of that resolution but only
subject to the condition that the final terms be submitted to the further approval of the Board.175
An offer from J&T Banka was received in the morning of 29 January 2013.176 A short disposal
memorandum was prepared."? A meeting of the Board took place at 3pm on the same day.178
The Board unanimously approved the offer from J&T Banka on the basis that other unitholders
had sold at similar prices in December 2012.179 There is evidence to show that the transaction
settled on 4 February 2013, i.e. the day on which the new board members of OPG were elected
(cf. paragraph 58).180
The board minutes of 29 January 2013181 suggestthat the decision to sell the Office units was even
made by the OPG directors before the offer of J&T Banka had actually been received or
communicated to all OPG directors. It is stated in the minutes that "the management is expecting
an offer and will forward to the Board its Internal Divestment Memorandum considerations."182
169 Annex 1.289.10 (meeting of 2 May 2013), including the appendices in Annex 1.289.11 (Sidoti LOI), Annex 1.289.7 (JLL
Valuation Report); Annex 1.289.15(meeting of 29 May 2013), including the appendices in Annex 1.289.12 (info memorandum),
Annex 1.289.13(Sidoti LOI t), Annex 1.289.14(Sidoti LOI 2); Annex 1.289.17 (meeting of 5 June 2013), including the appendices
in Annex 1.289.20 (Sidoti extension of LOI), Annex 1.289.18(Letter to SPVs), Annex 1.289.19 (Letter to Sidoti), Annex 1.289.21
(Letter to J&T Banka), Annex 1.289.22 (response from Sidoti) and Annex 1.289.23 (responses from J&T Banka and SPVs); and
Annex 1.289.28 (meeting of 19 June 2013), including the appendices in Annex 1.289.29 (info memorandum), Annex 1.289.27
(bidding instructions), Annex 1.289.30 (Sidoti LOI), Annex 1.289.31 (Danish pension funds LOI), Annex 1.289.26 (Letter from
Clifford Chance dated 20 June 2014).
170 ln particular Annex 1.289.28(meeting of 19 June 2013).
171 Annex 1.52, in particular, but without limitation, p. 10, 12, 121, 194 and 280.
172 Means of raising cash had been discussed at the board meeting of 27 November 2012 (Annex 1.203.26). They consisted of
a capital increase and of a sale of the 10% stake in the Fillion shopping centre project (Moscow) (cf. Annex 1.203.26,p.8-9).
173 Board resolutions of 25 January 2013 (Annex 1.203.28, p. 5); Board minutes of 29 January 2013 (Annex 1.203.29,p. 5).
174 Board resolutions of 25 January 2013 (Annex 1.203.28).
175 Board resolutions of 25 January 2013 (Annex 1.203.28, p. 5).
176 Annex 1.67.6, p.3.
rn Annex 1.67.6.
178 Board meeting of 29 January 2013 (Annex 1.203.29, p. 5).
179 Board meeting of 29 January 2013 (Annex 1.203.29, p. 5).
180 Endurance - List of acquisitions and disposals (Annex 1.314.25).
181 Annex 1.203.29.
182 Annex 1.203.291 p.5.
25
J& T Banka is not mentioned in the board minutes, but only in the divestment memorandum183,
which mentions that the offer from J&T Bankawas received in the morning of 29 January 2013. It
is therefore possible that the non-executive directors of OPG were not, at the time when the
relevant resolution was adopted, informed about the identity of the purchaser and/or other
details of the transaction. ln any event, it seemsclear that the resolution in question was adopted
in haste.
75. OPG sold its Office units to J&T Banka without negotiating the price. - OPG sold its Office units
to J&T Banka at the same or similar prices than other unitholders, including institutional
investors.184 At first sight, it may seem that the sale of the Office units by OPG to J&T Banka was
in line with prevailing market conditions. That, however, is not quite the full picture. According to
the information gathered by the CSSF, the price that served as a benchmark for OPG (EUR 2.33
per Office unit) had been accepted by the unitholder in question mainly because of serious
concerns about the management company of the Fund and its ability to sell the portfolio of the
relevant sub-fund (which was approaching its term) at net asset value ("NAV").185 It also followed
an unsuccessful attempt by the unitholder in question to replace the management company of
the Fund.186 Furthermore, not all unitholders accepted the offer of J&T Banka or at the price
offered by J&T Banka. There were unitholders who sold at a significantly higher price.187 ln any
event, even if it were established that the transaction between OPG and J&T Banka occurred at
market conditions, which is not certain, it has to be stressed that with respect to the concept of
acting in concert under the Takeover Legislation, this aspect is not the most relevant. Far more
relevant in this context is the lack of transparency in which the disposal of the Office units was
shrouded, including the lack of transparency of the OPG management towards the non-executive
OPG directors (cf. paragraph 77 below).
76. J&T Banka had been hired as a commissioner by Mr Vitek to conceal his identity towards third
parties. - It is established that Mr Vitek had mandated J&T Banka as commissioner to buy
Endurance units from other Endurance investors: eight commission agreements between Mr
Vitek as principal and J&T Banka as undisclosed agent of Mr Vitek to buy Endurance units from
unitholders have been gathered in the course of the investigation.188 There are many examples
that the parties involved in or linked to the matters under investigation sought to conceal on
whose account J&T Banka was really acting, including cases in which that potentially meant
violating applicable laws:
Example 1: When a unitholder of Endurance asked Mr Marek Galvas, the representative of J&T
Banka,at a general meeting of unitholders whether there was a relation between J&T Bankaand
CPI Group (sic), the company of Mr Vitek, Mr Galvasanswered that there was none.189
183 Annex 1.67.6.

18s Annex 1.286.3, p. 6.
186 Annex 1.286.3, p. 6.
188 Cf. the commission agreements in Annex 1.314.17, Annex 1.314.18, Annex 1.314.19,Annex 1.314.20,Annex 1.314.21,Annex
1.314.22,Annex 1.314.23and Annex 1.314.24 and the sale and purchase agreements in Annex 1.314.2,Annex 1.314.3,Annex
1.314.4,Annex 1.314.5, Annex 1.314.6, Annex 1.314.7, Annex 1.314.8, Annex 1.314.9. Endurance units were bought by J& T Banka
acting on the undisclosed behalf of Mr Vitek from: (1) Valbonne li, (2) Nationale - Nederlanden Levensverzekering
Maatschappij N.V., (3) CS Property Investment Limited, (4) Henderson Indirect Property Fund (Europe), (5) Oreo Property
Group S.A., (6) ELQ Investors li Ltd., (7) AS SEB Bank (Estonia), (8) Stichting TKP Pension Real Estate Fonds, (9) Activinvestor
Real Estate N.V., (10) Actinvestor Property Holdings B.V. and (11) Bank Austria Creditanstalt Real Invest GmbH. Also see Annex
1.314.25 (list of acquisitions and disposals).
189 Annex 1.289.10 (meeting of 2 May 2013, p. 2). The other unitholders must have wondered about the existence of links
between J& T Banka and CPI, the company of Mr Vitek, from the first Sidoti offer dated 15 April 2013 (Annex 1.289.11).ln that
LOI it was not stated that Sidoti was linked to CPI. However, the letter was signed by Radan Kamenicky and indicated that
further information could be obtained from a CPI e-mail address ([email protected]).
26
Example 2: The sale of the Office li units owned by OPG to J&T Banka was decided by the OPG
directors at a board meeting of 25 February 2013.190 Mr Vitek participated in that meeting in his
capacity as newly elected director of OPG.191 The minutes of the meeting show that Mr Vitek took
part in the vote on the resolution in question without disclosing that J&T Bankawas or would be
acting on his behalf. Mr Vitek was, by all reasonable accounts, conflicted and should have declared
that conflict at the beginning of the meeting. The non-disclosure of that conflict of interest
potentially constitutes a violation of Luxembourg company law.192
77. Mr Ott and other OPG managers knew that J&T Banka was acting on account of Mr Vitek and
concealed this information from other OPG directors. - From March to May 2013, while J&T
Banka was negotiating with the unitholders of Endurance, investment bankers from Rothschild
were working on proposals to merge CPI (the company of Mr Vitek), Ablon (another company of
Mr Vitek), Endurance and Oreo Germany (then a fully consolidated subsidiary of OPG) further to
a mandate received from OPG to study certain possibilities for OPG.193 Copies of the draft
presentation were sent to the management of OPG on 25 April 2013.194 ln the draft presentation
discussed with the management of OPG on 26 April 2013, Endurance and J&T Bankaare expressly
mentioned.195 Yet, in the final draft of the presentation that Rothschild officially gaveto the entire
Board of OPG on 15 May 2013,196 Endurance and J&T Banka had been removed.197 ln those
circumstances, the OPG management cannot deny that it knew on whose account J&T Bankawas
acting and that this information was deliberately kept from other OPG directors.
78. Mr Ott and other OPG managers used their position as directors of the management company
of the Fund to support the acquisition process.
At the beginning: There is evidence that OPG managers actively participated in bringing together
unitholders and J&T Banka. Several former unitholders have indicated to the CSSF or provided
information that they were advised of the existence of J&T Banka as a potential buyer by the
management of OPG.198 Mr Ott and other OPG managers undertook further steps to direct the
unitholders into accepting the offer of J&T Banka: in November 2012, they allegedly wrote to the
190 Board meeting of 25 February 2013 (Annex 1.203.30), p.16-17.

191 Following the elections of 4 February 2013.
192 Article 57 (1) of the amended law of 10 August 2015 (in its version prior to the law of 10 August 2016) : « ťadministrateur
qui a un intérét opposé a celui de la société, dans une opération soumise a /'approbation du Consei/ ďadministration, est ten u
ďen prévenir le conseil et de faire mentionner cette déclaration au proces-verba/ de la séance. li ne peut prendre part a cette
délibération. 11
193 Board meeting of 28 March 2013 (Annex 1.203.31, p.20). After the mandate granted to Rothschild extensive exchanges of
information took place between CPI and Rothschild (Annex 111.717, Annex 111.726, Annex 111.729.1, Annex 111.731, Annex
111.742.1, Annex 111.747.1, Annex 111.747.2, Annex 111.749, Annex 111.751.1, Annex 111.751.4, Annex 111.751.5, Annex 111.753.1,
Annex 111.753.2, Annex 111.753.3, Annex 111.753.4, Annex 111.753.5, Annex 111.753.6, Annex 111.753.7, Annex 111.758.1, Annex
111.758.2, Annex 111.760.1, Annex 111.760.2, Annex 111.760.3, Annex 111.760.4, Annex 111.760.5, Annex 111.760.6, Annex 111.761.1,
Annex 111.761.2, Annex 111.764.1, Annex 111.768, Annex 111.769.1, Annex 111.770, Annex 111.772.1, Annex 111.773.1, Annex 111.774,
Annex 111.775, Annex 111.776, Annex 111.777, Annex 111.792.1, Annex 111.793.1, Annex 111.796.1, Annex 111.797, Annex 111.798.1,
Annex 111.800, Annex 111.801.1). Representatives from CPI also met with representatives of Rothschild outside the premises of
OPG in Paris for discussions (Annex 111.722, Annex 111.723, Annex 111.724, Annex 111.725). On 29 April 2013 an employee of CPI
commented on a draft of the presentation: "/ would suggest that J& T Banka is not declared as commissionaire of CPI (not a
public information), in fact I would not point out any relationship between these two. You may footnote that CPI is currently
in negotiation with J& T Banka about purchasing its shares in Endurance. (emphasis added)" (Annex 111.775). That comment
followed an earlier draft of the presentation (Annex 111.758.1 and Annex 111.758.2) in which J&T Banka had been presented as
subsidiary (sic) of Mr Vitek. That point was subsequently corrected (cf. Annex 111.764.1 and Annex 111.764.2).
194 Annex 111.767.1 and Annex 111.767.2.
195 Annex 111.767.2, slides 9, 27, 28, 29, 30 and 31.
196 Board minutes of 15 May 2013 (Annex 1.203.33, p.3-4).
197 Annex 111.811.1 and Annex 111.811.2.
198 Annex 1.286.3; Annex 1.287.2.
27
unitholders of the Office sub-fund that they would be taking properties that had been marked for
sale off the market, i.e. that they would stop selling certain properties.199 Given that the sub-fund
in question was approaching its term, that information was able to put off unitholders from
staying in the Fund.
ln the middle: When several unitholders expressed concerns about the relationship between J&T
Banka, Sidoti, CPI and the seven SPVs to which J&T Banka had sold part of the Endurance units
previously acquired by it on behalf of Mr Vitek,2°0 Mr Ott and other OPG managers sought to
assuagethose concerns by sending out questionnaires to J&T Banka, Sidoti and the SPVs.201 J&T
Banka replied that it was subject to bank secrecy law and could therefore not answer the
questíons.ř" The responses received from the corporate service providers who were managing
the SPVs are substandard both in form and in substance and cannot be considered as credible and
reliable sources of Inřormatlon.ř" Sidoti responded by stating that it had no direct or indirect links
with J&T Bankaand the SPVs but that its sole shareholder, Mrs Milada Mala, was a "family related
person" to Mr Vitek.204
At the end: Mr Ott and other OPG managers used their position as directors of the management
company ofthe Fundto arrange for the acceptance of an offer made by Sidoti, a company owned
by the mother of Mr Vitek, notwithstanding the prospect of a higher offer from other unitholders
(Danish pension funds).205 They did so mainly by shying away from their responsibilities as
directors of the management company at a crucial meeting of 19 June 2013 by arguing that the
choice between the Sidoti offer and the (higher) offer from other unitholders belonged to the
unitholders of the sub-fund in question and not to the management cornpanv.ř" J&T Banka and
the SPVs were by then the largest group of unitholders (ca. 70%) of the relevant sub-fund and
voted en bloc to accept the Sidoti ořřer."?
79. The profit siphoned off by Sidoti in the course of the acquisition process. - A few months later,
in October 2013, Sidoti sold the portfolio acquired from the Endurance Fund to CPI, the company
of Mr Vitek.208 As far as it is possible to tell on the basisof the information disclosed in the annual
199 Annex 1.286.3(p.8 of PDF under« Future prospects»)

200 Annex 1.314.10,Annex 1.314.11, Annex 1.314.12, Annex 1.314.13, Annex 1.314.14, Annex 1.314.15, Annex 1.314.16and Annex
1.314.25.The SPVs in question are (1) Meij Limited (Malta), (2) Myzer Limited {Cyprus), (3) Gomanold Trading Limited (Cyprus),
(4) Mustand Investment Limited (Cyprus), (5) Simfax Trading Limited (Cyprus), (6) Egnaro Investments Limited (Cyprus), (7)
Modranska zemedelska a.s. ln the transactions with those SPVs, J&T Banka was represented by Mr Marek Galvas (cf. powers
of attorney in Annex 1.314.26,Annex 1.314.27, Annex 1.314.28, Annex 1.314.29,Annex 1.314.30, Annex 1.314.31).
201 Annex 1.289.18,Annex 1.289.19, Annex 1.289.21
202 Annex 1.289.23,p. 8 of PDF.
203 Annex 1.289.23.Examples:[email protected] wrote: "No strange or illegalconnections. We know J& T Banka well,
of course, Rgds, Ehnova". J [email protected] wrote: "DearsSirs, We appreciate your request, There are not (sic)such connections
to our knowledge. JT Banka is our bank. Kindregards, Zubor''. [email protected] wrote: "Hi, we are an independent
investor and have no legal relations to others. JT Banka provides some services to our company. Regards, Kabelacova". It is
not even clear on behalf of which SPV and in what capacity those responses were sent.
204 Annex 1.289.22.
205 Annex 1.289.31 (LOI from Danish pension funds) and Annex 1.289.28 (minutes of the meeting of unitholders of 19 June
2013).
206 Annex 1.289.28, in particular p. 5: "[The representative of the Danish pension funds] asked for the Management Company's
recommendation to the Unitholders. She announced that the Danish investors are matching Sidoti's conditions but with a
higher price. [Ales Vobruba] responded that it is up to the Unitholders. If the Danishinvestors that they can match all of the
conditions of Sidoti, then he would recommend taking the Danish offer because it is clearly a better offer. If there are other
concerns, then it is the decision of the Unitholders. (emphasis added)" ln this context, it may also be noted that the legal
advice obtained by the management company of the Endurance Fund is dated 20 June 2013 (Appendix 1.289.26) whereas the
relevant decision was taken on 19 June 2013. The minutes of the meeting of unitholders of the Office sub-fund of 19 June
2013 (Annex 1.289.28) were signed by Mr Ott on 24 June 2013.
207 Annex 1.289.28, p. 6.
208 Annual accounts CPI 2013 (Annex 1.52, p 10, 63-64, 70).
28
accounts of CPI, it is possible that Sidoti made a significant profit, at least on some parts of the
portfolios. For example: Sidoti had bought 50% of Luxembourg Plaza (an office building situated
in Prague) for EUR 7.15M from the sub-fund Office 11.209 ln the subsequent transaction between
Sidoti and CPI the purchase price (in Czech koruna) paid by CPI to Sidoti corresponds to the
equivalent of ca. EUR 29.7M.210 It is important to note that the transaction between Sidoti and
CPI concerned 100% of Luxembourg Plaza.211 Even so, it appears as if Sidoti had made a
considerable profit on the transaction.
80. The loss for OPG. - According to the financial statements of OPG for the year 2014,212 OPG gained
EUR 0.4M on the sale of the Endurance units belonging to it to J&T Banka/ Mr Vitek in 2013.
However, it has to be noted that in the financial statements of OPG for the year 2012 the
participation held by OPG in Endurance had already been impaired by EUR 9.1M from EUR 17.8M
to EUR 8.7M.213 According to the financial statements 2012 of OPG, the impairment was made in
December 2012 on the basis of the transactions between J& T Banka (acting on the undisclosed
behalf of Mr Vitek) and other unitholders.
81. Conclusion on indicator n°S. - It is difficult to explain the behaviour of Mr Ott, Mr Vitek and their
respective aides as regards Endurance other than by the existence of an underlying understanding
between Mr Ott and Mr Vitek to mount an operation designed to allow Mr Vitek to take control
of the Endurance Fund and the Endurance assets coveted by Mr Vitek secretly and in questionable
circumstances.
Indicator n°6:
Asset Stripping 2: The acquisition of Oreo Germany by Mr Vitek with the assistance of Mr Ott and
the SPVs Kamoro and Aspley (throughout 2013 until 12 June 2014)
82. Until 2014 Oreo Germany was a fully consolidated subsidiary of OPG.214 OG was considered by
many to be OPG'smost valuable asset.215 ln the words of the former deputy CEO of OPG, "OG is
more than one leg, it is the heart as we have focus our strategy around this portfolio (both
investment and development). Without it, we are just a collection of assets and none of our
management business (asset management and development) justifies itself. Hara kiri ( ... )."216
ln March 2013, OPG owned 98.02% of OG.217 One year later, on 12 June 2014, Mr Vitek (acting
through Materali a.s. and hereinafter "Materali") announces the acquisition of control over OG
(then named GSG Group) after having acquired 71.29% OG sharesfrom the SPVs Gamala, Kamoro,
Stationway and Aspley.218 The accounting loss for OPG amounted to EUR 65.SM.219
209 On the basis of the final Sidoti LOI (Annex I 289.30).

210 According to the information disclosed in the annual accounts of CPI for the financial year 2013 (Annex 1.52, p. 43).
211 50% of Luxembourg Plaza was included in the portfolio of the sub-fund Office. The other 50% of Luxembourg Plaza was
the sole building in the portfolio of the Office li sub-fund, which never reached the diversification requirements under
applicable Luxembourg laws and regulations.
212 Annex 1.312.3,p. 81.
213 Annex 1.156.2, p. 29 and 44 of PDF. An accounting loss of EUR 7.7M on the disposal of the Office units held by OPG to J&T
Banka is mentioned in the disposal memorandum of 29 January 2013 (Annex 1.67.6, p.3 of PDF).
214 OPG Annual Accounts for the year 2014 (Annex 1.312.3).
215 See, for example, board minutes of 29 January 2013 (Annex 1.203.29, p. 4).
216 Annex 111.721.
217 OPG Financial Information 2013 and OPG Management Report as at 30 June 2013 (Annex 1.198.2, p.50 of the PDF).
21s Offer Document (Annex 11.130, p.14).

219 Based on financial statements 2014 of OPG (Annex 1.312.3): cf. p. 55-57 of 2014 Consolidated Financial Statements.
29
83. The evidence examined by the CSSF shows that the decisive step in stripping off OG from OPG
was the issuance of a massive number of new OG shares to Mr Vitek (in December 2013) and to
Mr Ott (in March 2014), which was essentially triggered by Mr Vitek's refusal throughout 2013 to
agree to a capital increase of OPG. Furthermore, there is evidence to show the use of two SPVs
named Kamara and Aspley to acquire large blocks of OG shares from OPG to prevent OPG from
falling into insolvency and to hold those shares until their acquisition by Mr Vitek on 12 June 2014.
A. The Main Actions
84. Throughout 2013 Mr Vitek refuses to increase the capital of OPG while it is clear that OPG needs
fresh capital. The refusal of Mr Vitek and his aides is recorded in clear and unmistakable terms at
many board meetings in 2013:
25 February 2013: "Mr Vitek stated that Crestlineand Gama/a would not support a capital increase at the OPG level at
an EGMand that therefore the Board should consider other alternatives. "220
25 February 2013: "Mr Vitek reiterated that Crestlineand Gama/a would be likely to vote against such a capital increase
at the OPG level given their increased stake in the Campany since initiallyconsidering an OPG capital increase and that
it ultimately be betterfor the Company be taken private. He asked that all Board members take this into account instead
of pursuing a dead-end."221
1 March 2013: "Mr Dedera responded that raising capital at the OPG level was no longer an option and he could not
spend further time and money discussing this option. Sellingindividual assets would be too difficult and time consuming
so a solution of selling OG shares seemed the most suitab/e."222
15 May 2013: "Mr Cashsuggested a reserved capital increase in favor of the Company's largest shareholders. Mr Vitek
restated his continued opposition to such a proposal. Mr Cashstated that a small reserved capital increase would solve
many of the Company's short term cash problems and that he did not understand Mr Vitek's objection. Mr Vitek stated
that capital increases had been agreed to in the past, that Kingstown and Alchemy had changed their minds and so
Crestlineand Gama/a no longer wanted to participate in a major capital increase."223
Mr Vitek does not really seek to justify his refusal.224 ln fact, he does not actually need to defend
his position because with ca. 30% of the shares of OPG he is effectively in a position to veto any
decision of the EGM of shareholders on this point.225
220 Annex 1.203.30,p.6.

221 Annex 1.203.30,p.9.
222 Annex 1.203.30,p.18.
223 Annex 1.203.33,p.4.
224
The refusal is sometimes said by Mr Ott to be linked to Mr Vitek's unwillingness to cross the Control Threshold (see, for
example, the statements of Mr Ott at the board meeting of 27-29 November 2013 (Annex 1.209.3), p. 8 and p.13). That view
is however too simplistic. It was never the question of Mr Vitek doing a capital increase alone, at least not in the official
meetings and discussions among shareholders and directors. The matter was discussed privately between Mr Vitek, Mr Ott
and Mr Rodolphe Zellitch from Rothschild (E-mail of 8 November 2012 (Annex 111.675.1) and, above all, the attachment
thereto (Annex 111.675.2). Mr Vitek would not have immediately crossed the Control Threshold in a capital increase
implemented among the major shareholders of OPG (i.e. Gamala, Stationway, Kingstown and Alchemy). Kingstown and
Alchemy stated their willingness to implement a capital increase of OPG at several board meetings in 2013 (see for, example,
the statements of Mr Shanon (Kingstown) and Mr Leicester (Alchemy) at the board meeting of 25 February 2013 (Annex
1.203.30), p.6 and p.18 and the statements of Mr Cash (Alchemy) at the board meeting of 27-29 November 2013 (Annex
1.209.3), p.5) in 2013. However, given the constraints following for Mr Vitek from the Control Threshold, such a reserved
capital would necessarily have led to a rebalancing of the stakes of the major shareholders to the disadvantage of Mr Vitek.
225 Luxembourg corporate law requires a quorum of 50% and a qualified majority of two thirds to change the articles of
incorporation of a public limited company, including changes to the share capital (cf. Article 67-1 of the amended law of 10
August 1915 on commercial companies). With 30% of the votes of OPG, Mr Vitek was in a position to veto changes to the
articles of incorporation because in practice general meetings of public companies are not attended by 100% of the votes.
30
85. Consequences. - The refusal of Mr Vitek throughout 2013 to implement a capital increase of OPG
has adverse consequences on OPG:
a. OPG is in constant need of liquidity;
b. OG shares need to be sold to keep OPG in going concern.226 Two large blocks of OG shares
are sold off to Kamoro in June 2013 and to Aspley in Apríl 2014 (cf. paragraphs to 94 to 98
below);
c. Only a small capital increase is implemented in August 2013.227 At the level of the OPG
board, Mr Vítek and his aide Mr Dedera voted against that capital increase;228
d. Rothschild is mandated by the OPG board in March 2013 to study the sale of OG.229 The
recommendation which Rothschild officially presented to the OPG board on 15 May 2013
was to sell a minority stake in OG to address immediate liquidity needs, merge OG with a
regional player and then, once OPG is stabilized, implement a reverse merger of OPG into
OG.230 Rothschild had identified, among others, CPI, the company of Mr Vitek, as a potential
partner for OPG. ln this context, it is important to note that representatives of Rothschild
and Mr Vítek and Mr Ott had privately met in Prague on 21 March 2013.231 According to the
evidence gathered by the CSSF, Mr Ott, who was apparently in charge of organizing the
meeting, was intent on keeping the matters to be discussed at this meeting as confidential
as possible.232 It has not been possible to establish what was discussed at that meeting.
Nevertheless, as regards the existence of a potential concert action between Mr Vítek and
Mr Ott with respect to OPG, it is important to note that on 21 March 2013 Mr Ott and Mr
Vitek meet privately and secretly in the Pachtuv Palace Hotel in Prague and that
representatives from Rothschild who had been working both for OPG and for Mr Vitek (cf.
footnote n°125) attended that meeting.
86. The unreasonable proposals and behavior of Mr Vitek throughout 2013. - On many occasions
throughout 2013, Mr Vitek provokes the other OPG directors by issuing unacceptable or
unreasonable proposals or requests. It has to be noted that those proposals and requests do not
meet with the resistance of Mr Ott, who mostly seeks to accommodate them. The proposals and
requests in question can be summarized as follows:
86.1. At the board meeting of April 2013, Mr Vitek announces that he wants Mr Dedera and Mr
Nemecek, two top executives from his company CPI, to be in the Prague office of OPG on
a daily basis.233 Mr Ott welcomes this proposal.234 As a long-serving CEO of a listed company
Mr Ott should have known that such proposal was not compliant with basic corporate
226Board meeting of 9 March 2013 (Annex 1.203.31), p. 9: "Mr Kleiner [the chairman of the audit committee in March 2013]
addressed the key issue of the going concern of Oreo Property Group S.A. The Audit Committee and the Auditors underlined
that the cashflow statement heavily relies on the planned sale of EUR 20M OG shares."
227 Decisions of the authorized delegate of the board of directors of the Company dated 26 August 2013 (Annex 1.203.36).
228 Board meeting of 15 May 2013 (Annex 1.203.33), p.4-5.
229 Board meeting of 28 March 2013 (Annex 1.203.31), p.20.
230 Board meeting of 15 May 2013 (Annex 1.203.33), p.3-4.
231 Annex IV.152, Annex IV.153, Annex 111.716.1, Annex 111.716.2, Annex 111.716.3, Annex 111.716.4, Annex 111.716.5, Annex
IV.158, Annex 1.306.

232 Annex IV.159.
233
Board meeting of 24 April 2013 (Annex 1.203.32), p.8. Mr Vitek had previously stated that he will bring more executives
from within his team and the market to support the operation of OPG (Annex 1.203.31, p.11).
234 Annex 1.203.32, in particular on p.8. where Mr Ott is recorded to have said that "the Board should consider the benefits of
additional support at the Prague level".
31
governance principles. Mr Vite k's proposal was rejected on corporate governance grounds
by the other directors of OPG.235
86.2. ln May 2013, three weeks before the scheduled AGM of OPG, Mr Vitek requests the
appointment of five additional board members because, according to him, the existing
board does not function properly ("no decisions are being made"236). The independent
director Alexis Juan threatens to resign in case the OPG board should be increased from 11
to 16 directors.
The names of five candidates are put forward by Mr Vitek (acting through Gamala). Each
candidate is interviewed by the board of directors of OPG at the meeting of 28 May 2013.237
For some candidates, the lack of independence from Mr Vitek is obvious (such as, for
example, for Mr Christian Kaltenbrunner, the Swiss lawyer of Mr Vitek).
Mr Ott asks the shareholders to work together to find an agreement.238 During the
interviews of the candidates that were conducted on 28 May 2013 to assess their
qualifications and their independence from Mr Vitek, Mr Ott does not seem to have played
a leading role. 239 ln fact, he hardly seems to have intervened at all. Yet, in the discussions
among directors that immediately followed the interviews, it was Mr Ott who advocated a
compromise among shareholders, including, among others, the suggest to appoint one
additional independent director.ř"
The outcome is that Edward Hughes,a leading partner of a major Prague real estate agency
called Lexxus,is appointed as independent director and as chairman of the company's audit
committee at the AGM of 27 June 2013.241 From June 2013 until January 2014, the board
of directors of OPG is thus composed of: two executive directors (Mr Ott and Mr
Tommasini), two directors representing the Main Institutional Shareholders (Mr Cash from
Alchemy and Mr Shanon from Kingstown), two directors representing Gamala and Crestline
(Mr Vitek and Mr Dedera) and three independent directors (Mr Wallier, Mr Juan and the
newly appointed Mr Hughes). There are elements that seriously call into question the
independence of Mr Hughes from Mr Vitek, in particular, but without limitation, the
existence of payments of more than EUR 3M from the personal account of Mr Vitek to Mr
Hughesin October 2012 (EUR 1.2M), February 2013 (EUR 1.25M) and 2015 (EUR lM), which
are not easy to reconcile with the explanations provided by Mr Hughes on 28 May 2013 to
the board of directors of OPG as regards his relationship with Mr Vitek.242
By advocating a compromise among the biggest shareholders and, above all, by not taking
much interest in the candidates proposed as independent directors by Mr Vitek, Mr Ott,
who, it has to be reminded, was the chairman of the OPG board, arguably allowed the
balance of power at the level of the OPG board to shift in favor of Mr Vitek.
235 Annex 1.203.32,p.8.

236 Annex 1.203.33,p.7.
237 Annex 1.203.34.
238 Annex 1.203.33,p.8.
239 See Annex 1.203.34.
240 Annex 1.203.34,p.12 (last paragraph).
241 Annex 1.48.2 (Press release OPG), Annex 1.225.2 (Press release OPG), Annex 1.227.2 (amended convening notice), Annex
1.228.2{press release of OPG),Annex 1.229.2(amended convening notice), Annex 1.234.2(press release of OPG),Annex 1.311.3
(minutes and attendance list 30 May 2013), Annex 1.311.4(minutes and attendance list 27 June 2013). Mr Hughes is appointed
by 96.9% of the votes cast on 27 June 2013. Given that all major shareholders of OPG attended the meeting, the appointment
of Mr Hughes may be considered as a compromise.
242 See, for further and more detailed elements: Annex 1.317.
32
86.3. ln August2013, Mr Vitek together with Mr Dedera and Mr Hughesannounce that they
will vote against the half-yearly annual accountsof OPG because of concernsof the
valuation of the Zlota project.243 The announcement apparently takes the other directors
by surprise. It does not seem to have been raised at the level of the audit committee over
which Mr Hughes presided since the departure of the independent director Mr Kleiner.244
No particular reaction of Mr Ott is recorded in the relevant board minutes.
86.4. On 16 October2013 Mr Vitek (actingthroughGamala}submitsa requestfor the dismissal

of six out of the nine OPGdirectors, including the two independent board directors Alexis
Juan and Guy Wallier and Mr Shanon and Mr Cash from Kingstown and Alchemy.245
87. At the next board meeting, which takes place on 27 & 29 November 2013, the situation
escalates.246 At that time, the company's most prestigious and expensive development project
Zlota 44 (construction of a luxurious apartment tower in the centre of Warsaw designed by Daniel
Libeskind and with more than 50 storeys) apparently is on the brink of insolvency. The financing
bank (Bank Pekao) is said to refuse drawdowns under the credit facility, the construction works
have stopped and the marketing of the apartments is slow. ln those circumstances, Mr Ott
suggestsa capital increase of OG as a way out of the situation.247 It has to be noted that a capital
increase of OG did not figure on the agenda of the OPG board meeting.248
88. The positionstaken on 27-29 November 2013 with respect to a capital increase of OG. - The
representatives of Kingstown and Alchemy refused a large increase at OG level because of the
request of Mr Vitek to dismiss them as board directors of OPG (cf. paragraph 86.4 above).249 Mr
Ott could have assuaged those concerns by stating that, with his nearly 10% of shares held
through Stationway, he would vote against those proposals. That is however not what Mr Ott did.
He said that: "he is not going to pick a side and resolve issues among other shareholders [ ... ] Mr
Ott stated that he is not siding with anyone and was doing the exact opposite by staying entirely
out of the fight among shorebotders."?" As already explained in paragraph 66 below, an
abstention from Mr Ott at the general meeting of shareholders was all that Mr Vitek needed to
prevail in the proxy fight with the institutional investors.
Mr Vitek did not attend the meeting in person on 27 November 2013. But Mr Dedera spoke to
him on the phone and then announced that Mr Vitek continued to refuse a capital increase at
243 Annex 1.203.37,p.6 -7.

244 Annex 1.203.37, p.7: "Mr. Tommasini and Mr. Juan expressed their surprise at such a vote because during the Audit
Committee it was not clear to them that Mr. Dedera and Mr. Hughes would be voting against approving the consolidated
accounts. They stated that while Mr. Dedera and Mr. Hughes did indeed question the valuation of Zlata during the Audit
Committee, they did not make it clear that they considered the Consolidated Financialstatements to be mistaken or that these
consolidated figures, and particularly asset values, in which Zlata is reported at cost and not at market value, were not
providing a true and fair picture of the Group."
245 Request of Gamala dated 16 October 2013 as referred to in the notice of 5 November 2013 for the convening of an ordinary
general meeting of OPG'sshareholders to be held on 6 December 2013 (Annex 1.55.2).

246 Annex 1.209.3.
247 Annex 1.209.3,in particular p.8: « Today Mr Ott thinks the Board needs to look at a solution to bringing more cash into the
group and proposed that the Board look at selling OG or a port of it, or raising money at the OG level through a capital
increase, as it was already approved earlier in the year in January 2013. At the OPG level, we cannot raise money because one
shareholder does not want to go over the takeover bid threshold. So if we cannot do anything at the OPG level, we should
consider doing something at the OG level." and page 13: "Mr Ott continued that another option to consider would be a capital
increase at the OG level of between EUR 85M and EUR lOOMat an average price over the last six months of EUR 0.47."
248 Annex 1.209.3.
249 Annex 1.209.3,in particular p.14 -15.
250 Annex 1.209.3,p.16.
33
OPG level, but would be in favor of a capital increase at OG level.251 Mr Vitek confirmed his
position on 29 November 2013.252
It was Mr Ott who put forward the suggestion of raising the capital of OG on 27 November 2013.253
He also argued that in fact, no decision of the OPG board on that item was necessary because it
had already been decided by the OPG board in January 2013 and by the OG shareholders
(including OPG) in April 2012.254
89. The majority decision to increase the capital of OG by up to EUR 100M. - On 29 November 2013
the OPG board decided to increase the capital of OG by up to EUR lOOM.255 Mr Ott, MrTommasini,
Mr Wallier256 and Mr Hughesvoted in favour of the resolution. Mr Vitek and Mr Dedera abstained
because of the conflict of interest resulting from Mr Vitek's participation in the contemplated
capital increase of OG. The independent director Mr Alexis Juan voted against because he
considered the subscription price of EUR 0.47 as being too low (cf. paragraph 90 below). Mr Cash
(Alchemy) and Mr Shanon (Kingstown) did not attend the meeting on 29 November 2013 because
they considered that the board had not been validly convened.257 Sevenout of nine directors were
present or represented. According to the articles of incorporation of OPG, the quorum was
fulfilled. Four directors voted in favour of the capital increase of OG. Without the votes of Mr Ott
and of Mr Hughes, who had been brought in at the request of Mr Vitek in May/June 2013, the
resolution to increase the share capital of OG would not have passed.
90. The subscription price of EUR 0.47 per OG share. - There are precise, serious and concurring
indications that the subscription price of EUR 0.47/share was very low. According to Mr Ott, the
price of EUR 0.47/share corresponded to the six-month average market price of OG shares.258
However, the deputy CEO Nicolas Tommasini had previously opined on at least three occasions
that OG shares were undervalued.259 The independent director Alexis Juan considered that EUR
0.47/share was too low.260 The independent director Guy Wallier also had doubts.261 ln the
presentation which Rothschild had given on 15 May 2013 to the OPG board, the OG shares had
been evaluated at a price of EUR 0.80/share (majority disposal) and of EUR 0.61/share (minority
disposal).262 ln fact, at the board meeting of 27-29 November 2013, the issue of the subscription
price for the new OG shares was not really discussed because of the general commotion caused
by Mr Vitek's request to dismiss more than half of the directors of OPG and Mr Otťs seemingly
impromptu suggestion to implement a capital increase at OG level for EUR 100M.
251 Annex 1.209.3,p.23.

252 Annex 1.209.3,p.25.
253 Annex 1.209.3,in particular p. 8 and 13.
254 Annex 1.209.3,p.8 and 13 (last paragraph) respectively.
255 Annex 1.209.3,p.25-27.
256 Mr Wal lier agreed to the vote only subject to certain conditions on the use of funds and on the treatment of shareholders.
Those conditions were not met subsequently. It should be noted, with all due respect to Mr Wallier, that in 2013 Mr Wal lier
was noticeably older than the other OPG directors. He passed away in 2015 at the age of 79 (cf. Annex 1.322.2,p.8).
257 Annex 1.209.3, p.25.
258 Annex 1.209.3, p. 25.

259 Annex 111.721, Annex 1.203.31(board minutes of 28 March 2013, p.19), Annex 1.203.37 (board minutes of 29 August 2013,
p.8, where the "Berlin assets" refer to OG).

260 Annex 1.209.3, p.25: "Mr Juan said that he is not a shareholder and his position is independent. [...] he as an independent
director had been advocating the principal of a major capital increase for years but that he would not agree to a capital
increase at OG at a price of EUR 0.47/share. For several months management informed the Board that OG was the jewel and
should be at the heart of the OPG strategy. Mr Ott said that it remained so but that given the currentfinancial situation of the
company, the Board must consider options that are in the best interest of the entire company and its shareholders and not
just certain shareholders. The interest of the group is to have a cash injection somewhere and this capital increase would
achieve that."
261 Annex 1.209.3, p. 26: "[Guy Wallier] was not sure if the price of EUR 0.47/share is the correct one, but given that it is an
average over the last six months, it could be."

262 Annex 111.811.1 and Annex 111.811.2, p. 39 (slide19).
34
91. The outcome of the board meeting of 27-29 November 2013. - The outcome of the decision taken
by the OPG board on 29 November 2013 is that on 4 December 2013 Mr Vitek becomesthe second
largest shareholder of OG by subscribing for 114,600,000 new OG shares at an apparently bargain
price of EUR 0.47/share for a total of ca. EUR 53M.263
92. Loss of control (March 2014). - OPG eventually loses control over OG further to an offer made by
Mr Ott (acting through Stationway) on 3 February 2014 to subscribe for new OG shares.264 On 29
November 2013, Mr Ott had declared that he would not participate in the capital increase of OG
through his entity Stationway.265 ln fact, if Mr Ott had participated in the increase at that time, he
would have been conflicted and would have been unable to take part in the vote. A massive
number of OG shares (76.6M for a total amount of ca. EUR 36M) were issuedto Mr Ott on 3 March
2014 at EUR 0.47 /share.266 The necessary funds to pay the subscription price were provided
entirely by J&T Banka.267 On 12 June 2014, Mr Ott sold all of those sharesto Mr Vitek at a price of
EUR O.SO/share.
93. The role of Mr Ott. - The role played by Mr Ott in the loss of control of OG was crucial: first, it was
Mr Ott who, on 27-29 November 2013, put the resolution to massively increase the share capital
of OG to the OPG board in questionable circumstances (cf. paragraph 88 above). Second, without
the vote of Mr Ott on 29 November 2013, the entry of Mr Vitek into OG would not have been
possible (cf. paragraph 89 above). Third, without the subsequent offer of Mr Ott in February 2014
to subscribe to new OG shares, OPG would not have lost control of OG (cf. paragraph 92 above).
There also are certain parallel developments to note between the two capital increases of OG of
December 2013 and March 2014 and the indebtedness of Mr Ott towards J&T Banka to finance
his 2013 January Purchases.The account statements for Stationway show that from mid-January
2013 onwards, interest on that indebtedness accrued on a weekly basis(ca. EUR 40k per week).268
The situation changed on 20 December 2013 when a substantial payment of ca. EUR 17.SM was
credited to the account.269 The account statements mention that the payment was received from
or via the Slovak branch of J&T Banka.Given the financial situation of Mr Ott (cf. paragraph 20.2),
it is very unlikely that the funds necessaryto make that payment originated from Mr Ott. After 20
December 2013, weekly interest continued to accrue but for lesser amounts (ca. EUR 17k per
week). The overdraft interest ceasesto accrue on 3 March 2014, which is the day when Mr Ott
subscribed for a large block of new OG shares which he sells three months later, in June 2014, to
Mr Vitek and which is also the day on which a EUR 47.87M loan agreement is signed between
Stationway and J&T Banka.27° The purpose of that loan is "the increase in capital of Oreo Germany
S.A., the refinancing of existing funding of Oreo Property Group S.A. shares and settlement of
obligations towards the Bank."
263 Annex 11.168 (OG Issue Decision - capital increase 4 December 2013).
264 Meeting of the board of directors of OG of 3 February 2014 (Annex 11.62.2, p.4). See also meeting of the board of directors
of OG of 3 March 2014 (Annex 11.66.2, p.2 in fine)
265 Annex 1.209.3,p. 27.
266 Annex 11.66.2, p.5 and Annex 11.68.2.
267 Loan agreement n° EUR 02/0A0/2014 dated 3 March 2014 between J& T Banka and Stationway (Annex 1.290.164)and the
related credit documentation in Annex 1.290.162 (kvitance), Annex 1.290.163 (promissory note), Annex 1.290.165(agreement
on right to fill promissory note), Annex 1.290.166(GTC) and Annex 1.290.167 (pledge over securities).
268 Annex 1.290.10(Stationway account n°2500035962/5800).
269 That payment was probably required by J& T Banka because of the EPRA NAV decrease which resulted from the EUR 146M
impairments on Zlata and other OPG projects that had been voted at the end of the board meeting of 29 November 2013.
J& T Banka explained to the CSSF that "the difference between EPRA NAV per share and loan per share provided over 30%
buffer during the whole time apart from 3Q2013 in case of Station way when the overdraft was subsequently reduced." (Annex
1.315.2).The impairments on Zlata were partially reversed in the amount of EUR 47.lM in 2014 (cf. Annex 1.324.40,p.6).
270 Annex 1.290.164.
35
B. The Complementary Actions
94. The decisive step of cutting OG from OPG was, as previously mentioned, the issuancesof new OG
shares to Mr Vitek and Mr Ott in December 2013 and March 2014 at a very low price of EUR
0.47/share. However, the asset stripping also involved the use of two SPVs named Kamoro and
Aspley to buy OG sharesfrom OPG to keep OPG from falling into insolvency and, according to the
appearances, to carry those shares until their acquisition on 12 June 2014 by Mr Vitek (acting
through Materali).271 The first sale of OG shares by OPG was made to Kamoro and occurred in
June 2013. The second sale of OG shares by OPG was made to Aspley and occurred in April 2014.
95. The sale of OG shares to Kamoro (June 2013). - On 1 March 2013, Mr Ott and the other managers
of OPG were entrusted by the OPG board with the mandate to sell EUR 20M of OG shares at a
minimum price of EUR O.SO/shareto raise cashto keep OPG from falling into ínsolvencv."? Mr Ott
had previously reassured the OPG board that a buyer for OG shares could be found among a
number offunds.273 On 15 May 2013, Mr Ott returned to the OPG board with the information that
there had been no prospective buyers for 40M (sic) OG shares despite numerous contacts with
brokers.274 Thereupon, the board mandated Mr Ott and the other managersto sell 20M OG shares
at a minimum price of EUR 0.40/share. Shortly thereafter, on 3 June 2013, OPG sells 19.9M OG
sharesto Kamoro.275 It appears from the inability or unwillingness of Mr Ott to answer questions
from other board members about the identity of the new major shareholder of OG that Mr Ott
and the other OPG managers had undertaken no due diligence on Kamero and its beneficial
owner.276 Furthermore, it may be noted that the disclosure of Mr Lumir Safranek as beneficial
owner of Kamoro under the Transparency Law only occurred upon the insistence of the CSSF and
that it did not occur within the deadlines prescribed by the Transparency Law.277
96. Mr Vitek is seemingly annoyed when another OPG director raises questions, including the
question as to the identity of the beneficial owner of Kamoro ('stupid questions').278 The
investigation of the CSSF has not revealed a direct link between Mr Safranek and Mr Vitek.
However, the investigation has revealed that Mr Safranek is friend on facebook with Mr Vitek's
Czech laywer, Mr Tomas Rybar, and that they appear to spend part of their leisure time together
in the pursuit of the same hobby.279
97. The acquisition of 19.9M OPG shares by Mr Safranek was fully financed by J&T Banka. An
examination of the account statements for Kamero"? shows that the financing did not take the
271 On 12 June 2014, Mr Vitek acquired 20,360,000 OG shares from Kamoro at a price of EUR O.Sl/share and 108,395,743 OG
shares from Aspley at a price of EUR 0.52/share (source: offer document (Annex 11.130), p. 14)
272 Board meeting of 25 February 2013 (Annex 1.203.30),p.19. The meeting convened on 25 February 2013 and reconvened
on 1 March 2013.
273 Board meeting of 25 February 2013 (Annex 1.203.30),p.10.
274 Board meeting of 15 May 2013 (Annex 1.203.33), p.4.
21s Annex 11.35.1 and Annex 11.35.2.

276 Board meeting of 29 August 2013 (Annex 1.203.37), p.12: "Mr. Cash went on to ask if any further information had been
found about Mr. LumírSafranek and whether or not he is the beneficial buyer or owner of the 19,900,000 Oreo Germany
shares that were acquired through a company called Komoro for a consideration of around €Bm on 3 June 2013. Mr. Ott
replied that nofurther information had been received beyond Mr. Safranek's initialdeclaration, but that following this request
he would contact Mr. Safranek and ask him if he is indeed the beneficial owner of the shares or if he holds them on behalf of
another investor or investors."
277 See, for the notification and publication of Mr Safranek as beneficial owner of Kamoro: Annex 11.1.1, Annex 11.1.2, Annex
11.2.1, Annex 11.2.2., Annex 11.3, Annex 11.4, Annex 11.5.1, Annex 11.5.2., Annex 11.6.1, Annex 11.6.2, Annex 11.6.3, Annex 11.7.1,
Annex 11.7.2.
278 Annex 1.67. 7.
279 Annex 1.291.1and Annex 1.291.2.

280 Annex 1.279.3.
36
form of a traditional loan but consisted, from the perspective of Kamara, of a series of sale and
repurchase agreements as a result of which the legal ownership of the OG shares was with J& T
Banka and not with Kamoro.281 After Kamara had sold its OG sharesto Mr Vitek on 12 June 2014,
the account balance for Kamara was "0.00" (sic). Mr Safranek no longer appears to be a client of
J&T Banka:the bank informed the CSSF that he never had a client relationship manager and that
there are no details of his introduction to the bank.282
98. The sale of OG shares to Aspley (April 2014). - On 3 March 2014, the OPG board authorized the
OPG management to identify a broker to sell OG shares on the market for up to EUR 70M.283 The
issuewas again addressed at the next OPG board meeting of 18 March 2014.284 The following day,
on 19 March 2014, the new CEO of OPG, Mr Salajka,contacted Mr Zellitch from Rothschild with a
mandate to find a buyer of OG sharesfor EUR 70M.285 One month later, by e-mail of 15 April 2014,
Mr Semotan from J&T Banka contacted Mr Zellitch from Rothschild that there was a potential
buyer for OG shares.286 Mr Semotan wrote to Mr Zellitch: "/ would like to let you know, if you see
any block sellers of Oreo Germany shares, I have an (sic) buying interest. I have client, who would
like to buy interesting blocks." The intervention of Mr Semotan appears to have come out of the
blue. At least, the investigation of the MAF li Department has yielded no relevant e-mail
communications between Rothschild and J&T Banka (i.e. dealing with the sale of OG shares by
OPG in March/April 2014) prior to the e-mail of Mr Semotan of 15 April 2014, which may appear
unusual given that Rothschild had been mandated by OPG to find a buyer for OG shares and that
on other occasions the same persons frequently communicated by e-mail. ln this context, it may
also be worth noting that the sale of OG shares by OPG to Aspley occurred through the same
financial intermediaries and contact persons that had already been involved in the Initial Stake
building of Mr Vitek and in the 2013 January Purchasesof Mr Ott (cf. paragraph 20.5 above).
The agreement between OPG and Aspley was signed on 28 April 2014 (108,395,743 OG sharesfor
an aggregate price of EUR SS.SM).The acquisition by Aspley was entirely financed by J&T Banka.287
There are a number of anomalies regarding that transaction, in addition to the anomalies already
mentioned:
98.1. It appears from the board minutes of OPG that the proceeds of the sale were needed to
buy Zlata receivables from Bank Pekaoand prevent OPG from falling into insolvency. Given
the importance of Zlata it is difficult to comprehend why the new OPG management waited
until 19 March 2014 to find a buyer for OG shares. When the independent director Mr
Wallier raised the question on 3 March 2014 where the money could be found to buy Zlata
receivables, Mr Salajka bizarrely responded that "regardless of the solution we would need
additional cash".288 Mr Salajkadoes not appear to have been much concerned about finding
a buyer.
281 As a result, the notifications made by Kamoro under the Transparency Law were most likely not correct. However, given
that the focus of this Report is on OPG and not on OG, this aspect will not be further dealt with herein.
282 Letter of J&T Banka dated 31 October 2016 (Annex 1.315.2)
283 Annex 1.210.6, p.10.
234 Annex 1.210.7, p.3-4.
235 Annex 11.163.3, p. 32 and 33 of PDF (e-mail from Tomas Salajka of OPG to Rodolphe Zellitch of Rothschild of 19 March
2014).
286 Annex 11.163.3, p. 19 of PDF (e-mail from Michal Semotan of J&T Banka to Rodolphe Zell itch of Rothschild of 15 April 2014).
287 Loan agreement n° EUR 30/0A0/2014 between J&T Banka and Aspley dated 8 April 2014 (Annex 1.290.140), including the
related credit documentation (Annex 1.290.138 (kvitance), Annex 1.290.139 (blank promissory note), Annex 1.290.141
(agreement on right to fill promissory note), Annex 1.290.142 (general terms and conditions), Annex 1.290.143 (ZP
pohledavka).
288 Board minutes of 3 March 2014 (Annex 1.210.6, p 6).
37
98.2. Rothschild was informed by Michal Semotan of J&T Banka on 15 April 2014 of the existence
of a buyer.289 The negotiations between the parties appear to have started thereafter.P?
However, the loan agreement between J&T Banka and Aspley to finance the acquisition of
30% of OG shares had already been signed on 8 April 2014, i.e. one week before the start
of those negotiations.
98.3. J&T Banka accepted to finance the acquisition by Aspley notwithstanding the fact that
Aspley would have to pay the full purchase price to OPG in advance because the OG shares
could be delivered to Aspley only after the transaction had been approved by a French court
within the context of the safeguard proceedings opened over OPG. As an additional security
the bank merely seems to have requested a security interest over the receivable of Aspley
against OPG under the share purchase agreement.291
98.4. The beneficial owner of Aspley, which in April 2014 bought OG shares for EUR SS.SM, is Mr
Pavel Spanko, a director of a small or medium sized real estate company from the Czech
Republic (cf. paragraph 103 below). According to the information provided by J&T Banka,
Mr Spanko was a new client of J&T Banka: he only was introduced to the bank in April 2014
and immediately granted a loan of EUR SS.SM to invest in the shares of a company whose
market price and EPRA NAV had significantly and continuously fallen over the years.292
98.5. There is evidence that Mr Tomas Rybar, the Czech lawyer of Mr Vitek, played an
instrumental role in the preparation and finalization of the transaction between OPG and
Aspley.293
C. Conclusion on indicator n°6
99. The massive number of new OG shares that were issued to Mr Vitek in December 2013 and to Mr
Ott in March 2014 led to OPG losing control of OG. It seems clear that, without the initiative and
the vote of Mr Ott, Mr Vitek could not have subscribed to those shares in December 2013 and
that, without the financing provided by J&T Banka, Mr Ott could not have subscribed to those
shares in March 2014. Furthermore, it can be reasonably excluded that the acquisitions and
disposals of OG shares by Kamoro and Aspley constitute ordinary capital markets investments by
clients of J&T Banka acting independently and without collusion with Mr Vitek and/or his aides.
There are too many anomalies and coincidences surrounding those transactions for them to be
regarded as independent investments.
289 Annex 11.163.3, p. 19 of PDF (e-mail from Michal Semotan of J& T Banka to Rodolphe Zellitch of Rothschild of 15 April 2014).
290 Annex 11.163.3, pages 30, 29 and 28 of PDF.
291 Annex 1.290.143(ZP pohledavka).
292 Letter from J& T Banka dated 31 October 2016 (Annex 1.315.2), p.2.
293 Annex 11.61.1: According to Mr Hart, a representative of Ekler Management Limited which was the director of Aspley (and
of Stationway), the lawyers that agreed the transactions were AKRSP Law Office. AKRSP stands for Advokatni Kancelar Rybar
Soppe & Partneri (www.akrsp.cz). Mr Rybar is the Czechlawyer of Mr Vitek.
38
Indicator n°7:
The continued support of Mr Vitek by Mr Ott (acting through Stationway) following the resignation
of Mr Ott as CEO of OPG in March 2014
100. Mr Ott was removed from his position of CEO of OPG on 18 March 2014 and resigned from his
position within the OPG board of directors with effect as of 27 March 2014.294 The details of the
termination package of Mr Ott and other OPG managers who were removed at or following the
OGM of 6 January 2014 are described in the financial statements of OPG for 2014 and 2015.295
The involvement of Mr Ott as CEO of OPG in the acquisition of control by Mr Vitek of OPG within
the context of the stake-building, the proxy fight and the asset stripping has been described in
indicators 1, 2, 4, S and 6. Here, it is sufficient to note that Mr Otťs support for Mr Vitek did not
cease with Mr Otťs resignation/removal as managing director of OPG in March 2014. He
continued to support Mr Vitek's positions thereafter. A telling example is the EGM of 28 May
2014.296 This meeting was attended only by the three major shareholders Stationway (Mr Ott),
Gamala (Mr Vitek) and Alchemy (Mr Cash).297 Given the limited number of participants, it is
possible to identify exactly how each shareholder voted. On the agenda were: (i) the decrease of
the share capital of OPG from ca. EUR 114.SlM to ca. EUR 11.45M without cancellation of shares
by decreasing the par value per share from EUR 1 to EUR 0.1, (ii) the increase of the.authorized
share capital of OPG to set it to an amount of EUR 20M (allowing the issuanceof up to 200M new
OPG shares)and (iii) the possibility for the board to limit or cancel preferential subscription rights.
On the first item, Alchemy abstained. On the second and third items, Alchemy voted against.
Without the votes of Mr Ott, Mr Vitek would not have had the required two thirds majority to
adopt those resolutions.298 All three resolutions on the agenda were adopted with the joint votes
of Mr Vitek and Mr Ott. It may be noted that if those resolutions had not been adopted by the
shareholders Gamala and Stationway, the 30% SPVs Aspley and Fetumar could not have entered
the share capital of OPG in November 2014 on the conditions on which they did, i.e. at a
subscription price of 0.296/share (cf. indicator n°8 below, in particular paragraph 105).
101. Contradictory statements are made by Mr Ott as regards his shareholdings in OPG after March
2014. On the homepage of Ott Properties, it is stated that Mr Ott sold most of his shares in OPG
following the changes implemented 2014.299 Vis-a-vis the CSSF Mr Ott confirmed in September
2016 that he continued to be the beneficial owner of Stationway, which held 11,022,704 OPG
shares until 8 June 2016 when the shares in question were sold to Mr Vitek (acting through
Nukassoj.ř"
294
Cf. Mr Ott was revoked as manager of OPG at the board meeting of 18 March 2014 (Annex 1.210.7, p.9-10). As regards his
resignation from the board of directors of OPG, see EGM of 8 April 2014 (Annex 1.311.12; p 4).
295
Financial statements 2014 (Annex 1.312.3), in particular p.46 of PDF. Financial statements 2015 (publicly available), in
particular p.158 and 169 of PDF.
296
Minutes of EGM of 28 May 2014 (Annex 1.311.15)and the related list of presence (Annex 1.311.14).
297
Only Gamala (35,177,765 votes), Alchemy (12,544,292 votes) and Stationway (10,572,704 votes) attend the EGM of 28
May 2014: Cf. list of presence (Annex 1.311.14).
298
58,294,761 votes are present at the EGM of 28 May 2014. The 2/3 majority is 38,863,174 votes. If Alchemy abstains (or
votes against), Mr Vitek alone (acting through Gamala) (35,177,765 votes) does not have enough votes to reach the required
2/3 majority. The votes of Mr Ott were therefore essential.
299
"lean-Francoispiloted the restructuring of the OreoProperty Group in the years 2009-2014, notably the €600 MillionOPG
and OG bond equitisation and restructuring finalized in 2012 and 2013. He sold most of its (sic) stake in OPG in 2014,
following the shareholders change." (emphasis added) (Annex 1.45).
300 Annex 1.323.2.
39
Indicator n°8:
The issuances of 1.2 billion new OPG shares to the 30% SPVs
and the subsequent disposal of the 30% SPVs to Mr Vitek
102. Context. - ln April 2014, following the victory of Mr Vitek in the battle for the control of the board
of OPG, the latter was almost exclusively composed of persons closely linked to or appointed with
the votes of Mr Vitek: the new CEO was Mr Tomas Salajka,301 the new deputy CEO was Mr Jiri
Dedera302• Mr Vitek himself continued to sit on the board. The remaining independent directors
were Mr Wallier303 and Mr Hughes (even if, with respect to Mr Hughes, there are precise and
serious elements to call into question his independence from Mr Vitek).304 At least from April 2014
onwards, Mr Vitek was in control of OPG in the sense that the majority of board members had
either been appointed with his approval and/or were closely linked to him even if the investment
vehicles used by him to invest in OPG shares {Gamala and/or Crestline) had not crossed the
Control Threshold.
From 2014 onwards, it is possible to observe the issuancesof massive blocks of new OPG shares
at significantly discounted subscription prices to the SPVs Aspley, Fetumar and Jagapa which,
upon subscription, become the biggest shareholders of OPG. Each of Aspley, Fetumar and Jagapa
subscribed to OPG shares closely under the Control Threshold.ř'" They will be referred to
hereafter as the "30% SPVs". The evidence collected by the CSSF, and which will be presented
hereafter, suggests that the 30% SPVs were not independent investors but were being used as
subscription vehicles on the undisclosed behalf of Mr Vitek.
103. Beneficial owners. - The beneficial owners of the 30% SPVs prior to 8 June 2016 were Mr Pavel
Spanko (Aspley), Mr Jan Gerner (Fetumar) and Mr Julius Strapek (Jagapal.?" According to the
investigation conducted by the MAF li Department, Mr Spanko and Mr Gerner are small or
medium sized real estate developers from the Czech Republic: Mr Spanko is related to CIB Group
a.s. (www.cib.cz) and Mr Gerner is related to Mayo Holdings a.s. (www.mayo.cz). Mr Strapek is a
fund manager from Slovakia and is related to Across Private Investments (www.across.sk). On the
basis of the information collected in the course of the investigation, it does not seem very
plausible that either of them had the personal means to finance investments in OPG shares
between EUR 32M (Mr Strapek) and EUR 53.6M (each of Mr Spanko and Mr Gerner).307
301 Mr Salajka was appointed as OPG director at the EGM of 8 April 2014 (Annex 1.311.12),including the related list of presence
(Annex 1.311.11). Mr Salajka was elected with 49.172.854 positive votes (against 11,928,052 abstentions and 20,139,495
negative votes). The 35.177.765 votes of Mr Vitek (acting through Gamala) can only have been included in the positive votes.
It may also be noted that on 18 March 2014, Mr Salajka was appointed as the new deputy CEO of OG (today CPI Property
Group) (cf. Management Report of CPI Property Group as at 31 December 2014 (publicly available), p. 6 of PDF).
302 Mr Dedera was first appointed as OPG director at the OGM of 4 February 2013 (Annex 1.311.2),including the related list
of presence (Annex 1.311.1). He was presented as a non-executive member representing the shareholders Gamala and
Crestline, i.e. the investment vehicles used by Mr Vitek, in the financial statements of OPG for the period preceding his
appointment as deputy CEO of OPG in 2014. Before joining OPG, Mr Dedera had been working as investment director in CPI,
the company of Mr Vitek (Annex 1.222.2,p. 5 of PDF).
303 Mr Wal lier passed away in 2015 at the age of 79.
304 Annex 1.317.
305 Following the capital increase of 10 November 2014, Aspley and Fetumar each held ca. 31.8% of OPG shares. Following
the capital increase of 10 May 2016, Aspley, Fetumar and Jagapa each held ca. 30.43% of OPG shares.
306 See, for example, Annex 1.337.2(press release of OPG of 10 May 2016).
307 J&T Banka (and J&T Finance Group), which financed each subscription to OPG shares of the 30% SPVs, assessed the
solvability and creditworthiness of Mr Spanko (Annex 1.316.20) and Mr Gerner (Annex 1.316.9) on the basis of the annual
accounts of certain related companies: Mayo Holding a.s. (Annex 1.316.7) and Carnoustie Bay s.r.o. (Annex 1.316.8)for Mr
Gerner and CIB Group a.s. (Annex 1.316.10), CIB Lands s.r.o. (Annex 1.316.11and Annex 1.316.12), CIB Property s.r.o. (Annex
40
104. The financing provided to the 30% SPVs by J&T Banka and J&T Finance Group. - The financing
for all the subscriptions of OPG shares by the 30% SPVs was provided by J&T Banka (November
2014) and by J&T Finance Group (May 2016).308 ln light of the information on which J&T Banka
relied to assess the creditworthiness of Mr Spanko and Mr Gerner, it does not appear that their
personal wealth (or the wealth of the companies related to them) were decisive in the decision of
J&T Bankato provide the financing in questíon.?" ln the loan agreements with J& T Banka a loan
to value ("LTV") ratio of s 0.7 had been contractually agreed. The value for the application of that
ratio was determined not by reference to the market capitalization of OPG but to its (higher) EPRA
NAV. The principal amounts of the loans were of course determined by reference to the
subscription prices at which the Salajka Board310 (in November 2014) and the Dedera Board311 (in
May 2016) decided to issue new OPG shares to the 30% SPVs. J&T Banka has explained that "the
business rationale was based on the inner value of OPG shares (calculated based on financial
statements of OPG} which exceeded the loan exposure per share during the whole period (see
chart below). The difference between EPRA NAVper share and loan per share provided over 30%
buffer during the whole time [ ... ]. The agreed interest rate was deemed interesting and sufficient
to cover potential risks."312 It appears that the availability of the financing from J&T Banka was
directly linked to, and most likely the single most influential factor in, the determination of the
subscription price by the Salajka Board and the Dedera Board within the context of the reserved
capital increases for the 30% SPVs of November 2014 and May 2016.
I. The entry of Mr Spanko, Mr Gerner and Mr Strapek into the share capital of OPG
A. The issuance of 200M new OPG shares on 10 November 2014 to the 30% SPVs Aspley and
Fetumar by the Salajka Board
105. On 7 and 10 November 2014, the Salajka Board313 decided to issue 200M new OPG shares to the
SPVs Aspley and Fetumar at a subscription price of EUR 0.296/share.314 According to the
calculations presented to the board, the subscription price of 0.296/share represented a discount
1.316.13and Annex 1.316.14), CIB Real Estate s.r.o. (Annex 1.316.15 and Annex 1.316.16), Maison Development a.s. (Annex
1.316.17) and Delta Haus s.r.o. (Annex 1.316.18 and Annex 1.316.19) for Mr Spanko. It has to be observed that the balance
sheets of the companies in question do not correspond to the amount of the bank financing granted for the subscription of
OPG shares. Furthermore, the additional explanations provided by the bank on 31 October 2016 (Annex 1.315.2)suggest that
the personal wealth of Mr Spanko and Mr Gerner were not decisive in the loan approval process but the discount of the
subscription price to the EPRA NAV.
sos Loan Agreement n° EUR 83/0A0/2014 between J&T Banka and Fetumar dated 10 November 2014 (Annex 1.290.153)and
the related credit documentation in Annex 1.290.151 (kvitance), Annex 1.290.152 (promissory note), Annex 1.290.154
(agreement on right to fill promissory note), Annex 1.290.155 {GTC) and Annex 1.290.150 (amendment to OPG loan); loan
agreement n° EUR 81/0A0/2014 between J&T Banka and Aspley dated 10 November 2014 (Annex 1.290.147)and the related
credit documentation in Annex 1.290.144(amendment to OPG loan), Annex 1.290.145(kvitance), Annex 1.290.146(promissory
note), Annex 1.290.148 (agreement on right to fill promissory note) and Annex 1.290.149 (GTC); loan contract dated 10 May
2016 between J&T Finance Group SE and Aspley (Annex 1.315.11)and the related credit documentation in Annex 1.315.5and
Annex 1.315.6;loan contract dated 10 May 2016 between J&T Finance Group SE and Fetumar (Annex 1.315.12)and the related
credit documentation in Annex 1.315.7and Annex 1.315.8); loan contract dated 10 May 2016 between J&T Finance Group SE
and Jagapa (Annex 1.315.13)and the related credit documentation in Annex 1.315.9and Annex 1.315.10.
309
Cf. footnote 307.
310 i.e. the board of directors of OPG from March 2014 to November 2014 composed of Mr Tomas Salajka (CEO), Mr Jiri Dedera
(deputy CEO), Mr Radovan Vitek, Mr Edward Hughes and Mr Guy Wal lier.
311 i.e. the board of directors of OPG from November 2014 until July 2016 composed of Mr Jiri Dedera {CEO), Mr Edward
Hughes, Mr Pavel Spa nko and Mr Guy Wal lier (until his death in 2015).
312 Letter of J&T Banka dated 31 October 2016 (Annex 1.315.2), p.3.
313 At the relevant time, the board of OPG was composed of Mr Jiri Dedera, Mr Edward Hughes, Mr Tomas Salajka, Mr Radovan
Vitek and Mr Guy Wallier. All five directors attended the meeting of 7 and 10 November 2014.
314 Board minutes of 7-10 November 2014 (Annex 1.324.17),including the appendices thereto (Annex 1.324.18, Annex 1.324.19,
Annex 1.324.20,Annex 1.324.21, Annex 1.324.22, Annex 1.324.23, Annex 1.324.24, Annex 1.324.25,Annex 1.324.26and Annex
1.324.27).
41
of 20% to market prices and a discount of 75% to EPRA NAV/share.315 Mr Dedera's explanations
on the discount granted to the new shareholders Aspley and Fetumar are recorded in the minutes
of that meeting: "The Company has obligations and high operation costs but limited income. He
concluded that despite the discount to the NAV and the market price, the capital increase is in the
benefit of the Company and its shareholders, because it's the Company the chance (sic) to continue
its business. The Company cannot finance itself from additional debt financing and the equity
financing is the only realisticsource. Giventhat the Company has been in the safeguard procedure
and turbulent changes has occurred on the shareholder level in recent two years, the Company
shall welcome new investors with willingness to provide funding. No doubt, they take higher
investment risk and require adequate share price to secure higher returns."316 No further
discussions or explanations on the subscription price of EUR 0.296/share are recorded in the
board minutes of 7 and 10 November 2014. The explanations provided by Mr Dedera, it has to be
noted, are general and vague.
106.There are a number of signs surrounding the entry of Aspley and Fetumar into the share capital
of OPG in November 2014 that suggest that these two entities were being used as undisclosed
proxies for Mr Vitek. They include:
106.1.The entry of Aspley and Fetumar had as a result that the participation of Mr Vitek was
significantly diluted."? Yet, the deposal of Mr Vitek by Mr Spanko and Mr Gerner as biggest
shareholder of OPG did apparently not meet with any resistance from Mr Vitek. This is even
more strange when taking into account that Mr Spanko and Mr Gerner each invested EUR
29.6M in OPG shares whereas Mr Vitek had acquired (and continued to hold) OPG shares
from September to November 2012 for more than EUR 60M.318
106.2.Neither Mr Gerner nor Mr Spanko appear to have publicly disclosed a strategy for OPG. It
should be noted in this context that a five year strategy of OPG had been unanimously
approved at the board meeting of 7 and 10 November 2014,319 which was the last board
meeting in which Mr Vitek participated as a director and which immediately preceded the
investments of Mr Spanko and Mr Gerner in OPG shares. It may therefore be considered
that Mr Spanko and Mr Gerner did not invest in OPG to implement strategic visions of their
own, but to implement what had been previously signed off by the Salajka Board (subject
to further approval by a board which Mr Vitek continued to control or influence through
Mr Dedera and Mr Hughes). It may further be noted that on 12 November 2014, i.e. only
two days after the issuance of 200M new OPG shares to Aspley and Fetumar, which raised
EUR 59.2M in aggregate, OPG acquired four new development projects (STRM portfolio) in
the Czech Republicfor EUR 44M.320 There is no evidence that the new biggest shareholders
of OPG played a role in the acquisition of those development projects, which their
subscription of OPG shares appear to have funded. Last but not least, it is noteworthy that
during their time as biggest shareholders of OPG, neither Fetumar nor Aspley proposed to
315 NAV dilution calculation and sensitivity analysis (Annex 1.324.23).

316 Annex 1.324.17,p. 5.
317 Following the capital increase of 10 November 2014, the participation of Mr Vitek (through Gamala and Crestline) fell from
30.72% to 11.19% (Annex 1.166.2 - notification of major holdings of Gamala dated 13 November 2014).
318 At the time when Mr Vitek initially built his stake in OPG shares, market prices of OPG shares were still above EUR 2/share.
On 4 February 2013, Mr Vitek (through Gamala and Crestline) held nearly 32M OPG shares. It seems reasonable to assume
or estimate that Mr Vitek disbursed at least EUR 60M for those shares. The exact amount paid by Mr Vitek and the entities
related to him may be calculated on the basis of the acquisition prices recorded in the list provided by Mr Rybar acting on
behalf of Mr Vitek (Annex 1.325.2, p.2).
319 Annex 1.324.17, p.4
320 Financial Information 2014 (Annex 1.312.3), p.6.
42
change the composition of the OPG board321 or to orient or adjust the investment strategy
of OPG.
106.3.The reasons given by Mr Vitek for not participating in the capital increase of 10 November
2014 are neither convincing nor comprehensible taking into account that at the relevant
time, Mr Vitek was the biggest shareholder of OPG. At the meeting of the OPG board of 31
October 2014 at which the existence of new investors potentially interested to invest in
OPG shares is first mentioned,322 Mr Vitek said that "he does not wish to put more money
in the Company,since he is focusing on his investments in CPI now. ln particular if the focus
willbe on development,he is not willing to invest as that is not his core business."323
106.4.Furthermore, after all the efforts spent on winning the battle for control with Kingstown
and Alchemy, one cannot fail to notice the apparent ease with which Mr Vitek accepted to
be diluted and voluntarily resigned from his post as OPG director: Mr Vitek and Mr Salajka
resigned out of their own motion to focus on their activities in CPI and to make room for
new directors.324 ln fact, those resignations were not necessary as a matter of law given
that the maximum number of OPG directors is not limited.325
106.5.The shareholders Aspley and Fetumar appear to come out of the blue. They are first
mentioned (without being named) at the OPG board meeting of 31 October 2014, i.e. less
than two weeks before 200M new OPG shares are issued in their favour on 10 November
2014.326 Given the size of their investments and the circumstance that they will become the
biggest shareholders of OPG, the discussions between the OPG directors of 31 October
2014 are surprisingly superficial. It may further be noted that, unlike what was the casefor
prior major investments in OPG shares (and unlike what is normally the case for multi
million investments on the capital markets), no investment bank was mandated by OPG in
November 2014 or May 2016 to find new major investors.
B. The issuance of 1 billion new OPG shares in May 2016 to the 30% SPVs by the Dedera Board
107. On 10 May 2016 the Dedera Board327 decided to issue one billion new OPG shares to each of the
30% SPVs at a subscription price of EUR 0.08/share.328 It has to be noted that those shares could
not have been issued at EUR 0.08/share if the par value of the OPG shares had not been decreased
one week before from EUR 0.1 to EUR 0.01.329 On 2 May 2016, the SPVs Aspley and Fetumar
attended a general meeting convened by the Dedera Board on 1 April 2016330 to adopt the
following resolutions: (1) decrease the corporate capital from ca. EUR 31.45M to ca. EUR 3.145M
without cancellation of shares by decreasing the par value of the OPG shares from EUR 0.1 to EUR
321 Except that Mr Spanko requested his appointment to the board of directors of OPG.
322 Annex 1.324.10,p.4.
323 Annex 1.324.10,p.4.
324 "MrVitekfurther said he considers resigningfrom the Board and full focus on his other business activities. Also, Mr Salajka
said that he is ready to resign to allow co-optation of new investors' representatives on the Board and focus on the
continuation of his roles in CPI." (Board minutes of 7 and 10 November 2014 (Annex 1.324.17), p.6).
325 According to the articles of incorporation of OPG, the minimum number of directors is three. There is no maximum limit.
326 Annex 1.324.10,p.4-5.
327 At the relevant time, the board was composed of Mr Jiri Dedera (CEO), Mr Edward Hughes and Mr Pavel Spanko. The
independent director Guy Wal lier had passed away in 2015.
328 Board minutes of 10 May 2016 (Annex 1.324.81).
329 Article 26-5, paragraph 1, of the amended law of 10 August 1915 on commercial companies: « Les actions ne peuvent pas
a a a
étre émises pour un montant inférieur /eur valeur nominale ou, défaut de va/eur nominate, /eur pair comptable. » Article
26-5 of the amended law of 10 August 1915 on commercial companies has been amended by the law of 10 August 2016.
However, as the events under investigation occurred before the entry into force of the law of 10 August 2016, the former
version of Article 26-5 is relevant here.
°
33 Convening notice dated 1 April 2016 available on the homepage of orcogroup.com.
43
0.01, (2) approve the directors' report on the limitation or cancellation of the preferential
subscription rights and (3) set the authorized capital of OPG to EUR 20M (allowing the issuance of
up to two billion new OPG shares). The decision to convene the EGM of 2 May 2016 had been
taken by the Dedera Board on 30 March 2016.331 The lack of deliberations and documentation at
the board meeting of 30 March 2016 on the aforementioned resolutions is noteworthy: no market
prices were cited, no analysis presented, no questions asked, no discussions held.332 Furthermore,
it has to be noted that the Dedera Boardjustified the reduction of the par value of the OPG shares
by the need to adapt the share capital to the market price. However, according to the information
collected by the CSSF, on or before 30 March 2016 (i.e. the day on which the relevant decision of
the Dedera Board was taken), the market prices of OPG shares were not below EUR 0.1.333 At the
regulated market of the Warsaw Stock Exchange, prices were well above EUR 0.1.334 Even on the
less liquid regulated market of the Luxembourg Stock Exchange, market prices never fell below
EUR 0.1. It therefore seemsthat the operations on the share capital of OPG in May 2016 (decrease
following by increase) were made on the basis of incorrect and/or incomplete information.
108. The deliberations of the Dedera Board on the subscription price of EUR 0.08/share (or rather the
absence thereof) are recorded in the board minutes of 10 May 2016, 335 i.e. they took place on the
same day on which the capital increase was actually implemented. Given that the subscriptions
of 10 May 2016 were entirely financed by loans from J& T Finance Group and that the negotiation
of loan agreements usually takes some time to complete, it is difficult not to consider that the
subscription price of EUR 0.08/share had actually been set before the board meeting of 10 May
2016. ln any event, given that Mr Spanko (through Aspley) would be taking part in the capital
increase, Mr Spankowas conflicted and did not take part in the vote. The decision to issue 1 billion
new OPG shares at EUR 0.08/share was thus adopted by Mr Dedera and Mr Hughes,two persons
closely linked to Mr Vitek.
C. The documentation of the independence of the 30% SPVs
109.The evidence collected by the CSSF shows that the Salajka Board and the Dedera Board were
intent on documenting the independence of the 30% SPVs among themselves and from Mr Vitek
and Mr Ott.336 Independence confirmations were requested from the directors of the 30% SPVs
each time the 30% SPVs subscribed to new OPG shares but never from Mr Vitek or Mr Ott
331 Board minutes of 30 March 2016 (Annex 1.324.76), p.6 and 11.
332 The minutes record: "Given the decreased share price, it is necessary to adjust the accounting par value of shares to the
prevailing market situation, notably the Company's share price. The Company shall also modify, renew and replace the
Company's existing authorized capital in order to enable the Board to implement future capital increases. All this shall be done
so as to create a legalframework for the potential new capital increases, which shall improve the Company's cash position
and strengthen the balance sheet." (Board minutes of 30 March 2016 (Annex 1.324.76), p. 11- an almost identical statement
is recorded on page 6).
333 Annex 1.326(market prices for OPG and DG 2012-2016).
334 Ibidem.
335 Board minutes of 10 May 2016 (Annex 1.324.81), p.5. It should be noted that the explanations of Mr Dedera on the market
prices do not appear to take into account the (higher) market price of the Warsaw Stock Exchange.
336 Cf. board minutes of 7 and 10 November 2014 (Annex 1.324.17), p.5: « The management informed the Board about
negotiations with the two investors, Mr Pavel Sponko and Mr Jan Gerner. Mr Sponko is a developer who is active in Prague
and focuses on office development. Mr Jan Gerner has residential development company in Western Bohemia. They are
generally known within the industry and have a good track record. They act independently of each other, as well as
independently of any current shareholders. The management obtained written confirmations from the holding companies
of the investors that they are not acting in concert and about their funding (confirmation are attached as appendices 2 and
3 (Annex 1.324.19 and Annex 1.324.20) to the present minutes). (emphasis added)" Cf. board minutes of 10 May 2016 (Annex
1.324.81), p.8: "The prospective investors confirmed that they are not acting in concert. The management obtained the
necessary KYC/ AML documentation." It may be noted in this context that the confirmations requested in May 2016 (Annex
1.324.87, Annex 1.324.88, Annex 1.324.89, Annex 1.324.90, Annex 1.324.91, Annex 1.324.92,Annex 1.324.93, Annex 1.324.94and
Annex 1.324.95)do not even mention 'acting in concert'.
44
themselves.337 Mr Vitek has eluded confirmations requested by the CSSF within the context of the
mandatory takeover bid announced by CPI Property Group by press release of 8 June 2016 over
the shares of OPG that he did not act in concert with the 30% SPVs and their beneficial owners as
defined in the Takeover Law.338 It may be noted in this context that Article 17 (2) of the Takeover
Law makes it a criminal offence (délít), punishable by imprisonment up to five years and/or
criminal fines up to EUR 125,000, to knowingly provide incorrect or incomplete information to the
CSSF as regards information covered by the third sub-paragraph of Article 6 (2) of the Takeover
Law.
For the sake of completeness, it should be noted that the independence questionnaires signed in
November 2014 by the directors of Aspley and Fetumar cannot be considered as reliable and
credible proof of the absence of a concert action or collusion with respect to OPG because, first,
the questions put to Aspley and Fetumar do not address critical points and, second, it cannot be
considered as established that the corporate service providers who had been appointed as
directors of Aspley and Fetumar had knowledge of the context in which the investments in OPG
shares by Aspley and Fetumar took place.
D. The incomplete replies of the beneficial owners of the 30% SPVs to the questions of the CSSF
110. The answers received by the CSSF from Mr Spanko, Mr Gerner and Mr Strapek are incomplete in
material respects.339 The replies of Mr Spanko and Mr Gerner do, for example, not mention that
regular payments in a substantial amount were paid to Aspley and Fetumar by J&T Private
Investments B.V. one day prior to each interest payment date under the loan agreements with
J&T Banka and that, according to the appearances, J&T Private Investments B.V. had granted
financing to Aspley and Fetumar to pay the interest under the loan agreements with J&T Banka."?
Without those payments, another arrangement would have need to be put in place to provide
Aspley and Fetumar with the necessary funds to pay the interest on the J&T Banka loans granted
in November 2014. The CSSF has been informed that J&T Private Investments B.V. is not an
affiliate of J&T Banka(or J&T FinanceGroup).341 J&T Private Investments B.V. allegedly is a private
337 As regards the capital increase of November 2014: Annex 1.324.19 (Aspley), Annex 1.324.20 (Fetumar). As regards the
capital increase of May 2016: Annex 1.324.87, Annex 1.324.88 and Annex 1.324.89 for Aspley, Annex 1.324.90, Annex 1.324.91
and Annex 1.324.92 for Fetumar and Annex 1.324.93, Annex 1.324.94 and Annex 1.324.95 for Jagapa.
338 Letter dated 2 August 2016 of Mr Vitek to the CSSF (Annex 1.325.2): "[... ] / note the statement requested by CSSF related
to my relationship with Aspley, Fetumar and Jagapa and their beneficial owners is too broad and general. Given the extent of
my business and social status, the number of people I meet or deal with, I am not in a position to answer it in a way that isfull
and exhaustive and not misleading. This shall not be considered as an unwillingness to co-operate with the regulator, but
simply impossibility to monitor and keep records of all my relationships and their type that I and/or the Persons Closely
Associated (without being able to definitely define allsuch persons) have had."
339
CSSF letter dated 20 November 2014 to Mr Spanko (Annex 1.177) and the answer from Mr Spanko dated 27 November
2014 (Annex 1.178); CSSF letter dated 20 November 2014 to Aspley (Annex 1.179) and the e-mail of Mr Hart of 5 December
2014 (Annex 1.180.1, Annex 1.180.2, Annex 1.180.3); CSSF letter dated 20 November 2014 to Mr Gerner (Annex 1.181) and the
answer of Mr Gerner of 9 January 2015 (Annex 1.182); CSSF letter dated 20 November 2014 to Fetumar (Annex 1.183) and the
answer by Fetumar of 28 November 2014 (Annex 1.184); CSSF letters dated 8 June 2016 to Mr Spanko (Annex 1.348 and Annex
1.350) and the answers by Mr Spanko of 17 June 2016 (Annex 1.352.1 and Annex 1.352.2); CSSF letters dated 8 June 2016 to
Aspley (Annex 1.349 and Annex 1.351) and the answers provided by Aspley on 1 July 2016 (Annex 1.353.l and Annex 1.353.2);
CSSF letters dated 8 June 2016 to Mr Gerner (Annex 1.354 and Annex 1.356) and the answers provided by Mr Gerner on 16
June 2016 (Annex 1.358.1, Annex 1.358.2, Annex 1.361.1 and Annex 1.361.2) and on 24 June 2016 (Annex 1.359.1, Annex 1.359.2,
Annex 1.360.1 and Annex 1.360.2); CSSF letter dated 8 June 2016 to Fetumar (Annex 1.355 and Annex 1.357); CSSF letter dated
8 June 2016 to Mr Strapek (Annex 1.362) and the answers provided on 16 June 2016 (Annex 1.365.1 and Annex 1.365.2); CSSF
letter dated 8 June 2016 to Jagapa (Annex 1.363) and the answers provided on 22 July 2016 (Annex 1.364.1 and Annex 1.364.2).
340 Account statements of Aspley (Annex 1.290.17) and of Fetumar (Annex 1.290.24).
341 Letter from J&T Banka dated 31 October 2016 (Annex 1.315.2). J&T Private Investments B.V. ceased to be an affiliate of
J&T Banka in 2012 (cf. annual accounts of J&T Banka for 2013).
45
equity company which often provides junior or mezzanine financing.342 There appear to be only
two possibilities: either Mr Spanko and/or Mr Gerner made incomplete statements to the CSSF in
violation of Article 25 (1) (b) of the Transparency Lawor Mr Spankoand Mr Gerner were not aware
of the existence of the facility agreements in place between J&T Private Investments B.V. and
their respective SPVs.
111.The replies of Mr Strapek to the request of the CSSF to provide detailed information regarding the
sequence of events leading to the subscription of 400M OPG shares by Jagapaon 10 May 2016
are also incomplete.343 Mr Strapek explained that he previously met representatives of OPG within
the context of Suncani Hvar.344 Suncani Hvar was a joint venture between OPG and the State of
Croatia that consisted in the operation of hotels on the Croatian island of Hvar.345 The investment
was held through the Croatian company Suncani Hvar a.s. ("SHH"). The shares of SHH were
admitted to trading on the regulated market of the Zagreb stock exchange. ln June 2014, i.e. at a
time when the board of OPG was firmly controlled by Mr Vitek, SHH shares and receivables were
sold by OPG to Prime Tourist Resort ("PTR"), an investment vehicle owned by Mr Strapek.346 A
reorganization of SHH was carried out in 2015.
Mr Strapek mentions in his replies to the CSSF that on 4 April 2016, PTR, the vehicle of Mr Strapek,
had acquired the remaining SHH sharesof OPG for ca. EUR 8M (HRK 20/share)347• What Mr Strapek
does not mention is that one month later, on 19 May 2016, the entire share capital of PTR had
been acquired indirectly by CPI Property Group, the company of Mr Vitek.348 The attempt of the
Croatian State to sell its 30% stake in SHH at an auction to be held at the Zagreb stock exchange
on 13 June 2016 at a price of HRK 28/share failed. No buyer allegedly showed up at that auction
and, according to a press release published by CPI Property Group on 9 August 2016, the Croatian
State sold its stake to Mr Vitek at HRK 24/share. Given the central role played by Mr Strapek within
the context of SHH, it is surprising that, in his letter to the CSSF dated 2 August 2016,349 Mr Vitek
342 Also see the company profiles for J&T Private Equity B.V. and its 100% subsidiary J&T Private Investment B.V. from the
Dutch companies register (Annex 1.338.3 and Annex 1.338.4).
343 Letter dated 16 June 2016 of Mr Strapek to the CSSF (Annex 1.365.1).
344 That information is confirmed by the board minutes of 10 May 2016 (Annex 1.324.81),p.7. It may be noted in this context
that the OPG board had decided at its meeting of 11 December 2014 to keep the Suncani Hvar negotiations team for OPG
composed of Mr Tomas Salajka, Mr Pavel Mensik and Mr Martin Matula (Board minutes of 11 December 2014 (Annex
1.324.42), p.11). The negotiations team for OPG was thus composed in majority of top executives from another listed
company, namely CPI Property Group, the company of Mr Vitek. ln fact, Mr Salajka had been appointed in March 2014 as
deputy CEO of CPI Property Group and Mr Pavel Mensik had been appointed as director of investments of CPI Property Group
in March 2014 (cf. Management Report of CPI Property Group as at 31 December 2014, p.77 of PDF). ln this context, it may
also be worth noting that on 11 December 2014, the board of OPG granted full power of attorney, amongst others, to Mr
Tomas Salajka to negotiate on behalf of OPG the so-called Zlata documents (including a settlement agreement with the
contractor INSO and amendment agreements with the buyer of the Zlata project (a Luxembourg s.á r.1. named Skyline
ResidencesS.a r.1., a subsidiary of the international consortium of AMSTARand BBi Development) (cf. board minutes of 11
December 2014 (Annex 1.324.42,in particular p. 8 and 9).
345 More information on Suncani Hvar, including the dispute between OPG and the Croatian authorities, is set out in the
financial statements of OPG.

346 Cf. Financial statements of OPG for 2014 (Annex 1.312.3), p. 200 of PDF: "On June 11, 2014, the Company entered into a
transaction concerning partial disposal of its stake held in Suncani Hvar d.d. {SHH). OPG disposed of 2,080,000 shares
corresponding to 24.94% of the voting rights. After the disposal,the Company holds 2,636,734 SHH shares equal to 31.61% of
the voting rights. Together with the shares, the Company transferred to the buyer shareholder receivables from SHH. The
shares and receivables were sold at an aggregate purchase price of EUR 2.1 million. The loss on the Suncani Hvar shares
disposal amounts (sic)EUR 42.4 million."
347 Cf. board minutes of 30 March 2016 (Annex 1.324.76), p.7-8. Also see press release of OPG of 5 April 2016 ("Disposal of
Suncani Hvar shares") available on www.orcogroup.com.
348 Cf. Press release of CPI Property Group of 20 May 2016 («Acquisition of a major stake in Suncani Hvar »): "[ ... ] On 19 May
2016 CPI Property Group acquired a company, which holds approximately 62% participation in the shareholding of Suncani
Hvar.The acquired company is a bidder in the mandatory takeover procedure aimed at the acquisition of allshares in Suncani
Hvar. [...]", available on www.cpipg.com.
349 Annex 1.325.2.
46
does not mention that he knows Mr Strapek personally (only Mr Spanko is mentioned in that
letter).
E. The representation of the 30% SPVs on the board of OPG
112. Despite holding ca. 30% of OPG shares, Mr Gerner was not represented on the board of directors
of OPG. According to the board minutes of 10 November 2014, only Mr Spankowanted to become
a director of OPG. "Mr Gerner, it is recorded in those minutes, still considers options."350 What
exactly those options were is not specified. Mr Gerner subsequently informed the CSSF that he
had expressed his intention to become a member of the OPG board but that he wanted to wait
for the outcome ofthe lawsuit initiated by Kingstown before putting his nomination to the general
meeting of shareholders.351 Mr Strapek never sat on the board of OPG. He only held the 400M
shares subscribed through Jagapafor four weeks, i.e. from 10 May until 8 June 2016. Mr Spanko
was co-opted by the Dedera Board on 12 November 2014.352 He subsequently was elected as
director at the OGM of 17 February 2015 with the votes of Mr Vitek (acting through Gamala).353
Mr Spanko will remain on the OPG board until July 2016. The circumstance that he remained on
the board for several weeks after Mr Vitek announced the acquisition of control over OPG
suggests that Mr Spanko was not considered a "hostile" director by Mr Vitek and his team.
Furthermore, there is not much evidence to show that Mr Spanko played an active role as a board
member of OPG. An analysis of the board minutes for the relevant period shows that, during his
time as director of OPG from November 2014 until July 2016, Mr Spanko always attended the
meetings, either in person or by telephone.354 However, only two personal interventions of Mr
Spanko are recorded in the relevant board minutes. His first intervention occurs at the board
meeting of 27 November 2014 within the context of the contemplated sale of the Mamaison
portfolio of OPG to CPI Property Group, the company of Mr Vitek. Mr Spanko stated that: "he
comes from development background and would prefer the company as development and real
estate group, not focusing on hotels" .355 He consequently agreed with the sale of the Mamaison
portfolio belonging to OPG to Mr Vitek.356 The second intervention occurred during the board
meeting of 10 May 2016 within the context of the increase of the share capital of OPG by EUR
35o Board minutes of 7-10 November 2014 (Annex 1.324.17).

351 Letter dated 24 June 2016 of Mr Gerner to the CSSF (Annex 1.360.1).
352 Board minutes of 12 November 2014 (Annex 1.324.29), p.5.
353 OGM of 17 February 2015 (Annex 1.311.18), p.4. Mr Spanko was elected with 135,177,765 votes. 112,544,292 votes
abstained and 11,022,704 votes voted against the appointment of Mr Spanko. According to the related list of presence (Annex
1.311.17), Alchemy attended with 12,544,292 votes, Aspley and Fetumar attended with 100,000,000 votes each, Gamala
attended with 35,177,765 votes and Stationway with 11,022,704. It seems clear that Alchemy abstained, that Stationway
voted against and that Gamala voted in favour.
354 Board minutes of 27 November 2014 (Annex 1.324.40); Board minutes of 11 December 2014 (Annex 1.324.42); Board
minutes of 15 January 2015 (Annex 1.324.53); Board minutes of 31 March 2015 (Annex 1.324.55); Board minutes of 28 May
2015 (Annex 1.324.61); Board minutes of 27 August 2015 (Annex 1.324.66); Board minutes of 25 November 2015 (Annex
1.324.69); Board minutes of 21 December 2015 (Annex 1.324.74); Board minutes of 16 February 2016 (Annex 1.324.75); Board
minutes of 30 March 2016 (Annex 1.324.76); Board minutes of 10 May 2016 (Annex 1.324.81); Board minutes of 14 July 2016
(Annex 1.324.102).
355 Board minutes of 27 November 2014 (Annex 1.324.40), p. 9.
356 The following information on Mamaison may be gathered from the financial statements of OPG and CPI Property Group
and the Luxembourg Trade and Companies Register: Mamaison was a portfolio of 12 boutique hotels situated in Eastern
European capitals which belonged to OPG in joint venture with AIG until 2014. ln 2014, the portfolio was gradually sold off
to CPI Property Group, the company of Mr Vitek: on 24 April 2014, the participation held by AIG Hospitality Holdings S.a r.l.
in the Luxembourg company Hospitality Invest S.a r.l. was sold to CPI Property Group (then named Oreo Germany) for EUR
8.5M. On 19 December 2014, following the decision of the board of OPG of 11 December 2014 (Annex 1.324.42), CPI Property
Group acquired 88% of the share capital of the entities holding the remaining shares of Hospitality Invest S.a r.1. for EUR
13.3M allegedly payable in CPI VAR/18 bonds. ln total, CPI Property Group thus paid EUR 21.8M in 2014 for the Mamaison
portfolio. ln the annual accounts 2014 of CPI Property Group, a portfolio of 23 hotels (which includes the 12 Mamaison hotels)
was allocated a carrying value of EUR 267M with an out-standing financing of EUR 119 (p.46 of Full Year 2015 Audited
Financial Results of CPI Property Group).
47
80M. Mr Spanko informed the OPG board that his company Aspley was among the prospective
subscribers and that therefore he was conflicted and could not take part in the vote.357
li. The exit of Mr Spanko,Mr Gerner and Mr Strapekfrom OPG
113. On 8 June 2016, Mr Vitek (acting through Nukasso) publicly announced via his company CPI
Property Group that he had become the owner of more than 95% of the then outstanding shares
of OPG by buying, amongst others, the share capital of the 30% SPVs, including the 1.2 billion OPG
shares held by them.
A. The lackof explanationson the negotiations with the owners of the 30% SPVs
114. Mr Vitek and CPI Property Group have been unable to provide meaningful answers to the
questions of the CSSF358 inquiring into the conduct of the negotiations with the owners of the 30%
SPVs.359 The executives of CPI Property Group who were allegedly involved in those negotiations
informed the CSSF that they are unable to provide detailed information about meetings,
conference calls, step plans, etc.360 The mere suggestion that negotiations with three independent
and unrelated sellers relating to acquisition of important blocks of shares could have been closed
within three weeks is in itself not very plausible. The suggestion becomes even less plausible when
taking into account that the acquisitions of the 30% SPVs took place on the same date (8 June
2016) as the acquisitions of OPG shares held by Stationway (cf. indicator n°2) as well as by LCE,
Levos and Egnaro (cf. indicator n°3). Furthermore, the transactions of 8 June 2016 involved, on
the sole level of CPI Property Group and the acquisition vehicle Nukasso,more than 40 cash-flows
(not counting the many other cash-flows at the level of other entities).361 The sheer number of
cash-flows involved should suffice to invalidate the allegation of CPI Property Group that "There
has been no step plan and there was no need to prepare a step plan, since in particular the
Luxembourg legislation provides a clear and consistent description and explanation."362
B. The unlikely profits made by the owners of the 30% SPVs
115.The owners of the 30% SPVs were entitled to the following amounts in return for the sale of their
vehicles to Mr Vitek under the agreements entered into with Mr Vitek (acting through
Nukasso)363:
Aspley: ca. EUR 54.2M

Fetumar: ca. EUR 54.048M
Jagapa: ca. EUR 79.85M
357 Board minutes of 10 May 2016 (Annex 1.324.81,p.2).

358 CSSF Letter dated 21 July 2016 to CPI Property Group and others (Annex 1.339).
359 Letter dated 2 August 2016 from CPI Property Group (Annex 1.340.2).
360 Letter dated 2 August 2016 from CPI Property Group (Annex 1.340.2).
361 Letter dated 2 August 2016 from CPI Property Group (Annex 1.340.2, p.4).
362 Letter dated 2 August 2016 from CPI Property Group (Annex 1.340.2, p.1).
363 Contract on transfer of business share dated 8 June 2016 between Acacia Consultancy Ltd (as holder of one share with a
nominal value of USD 1 representing 100% of the issued share capital of Aspley) and Nukasso (Annex 1.346.29)and the related
instrument of transfer (Annex 1.346.30); contract on transfer of shares between Panarea Holdings Limited ("Panarea") (as
holder of 1000 shares with a nominal value of EUR 1 each representing 100% of the issued share capital of Fetumar) and
Nukasso dated 8 June 2016 (Annex 1.346.33)and the related instrument of transfer (Annex 1.346.31); Contract on transfer of
shares between Romerten Development Limited ("Romerten") (as holder of 1000 shares with a nominal value of EUR 1 each
representing 100% of the issued share capital of Jagapa) and Nukasso dated 8 June 2016 (Annex 1.346.34) and the related
instrument of transfer (Annex 1.346.32). Mr Vitek not only provided the necessary funds to pay the consideration owed to
the owners of the 30% SPVs under the share purchase agreements. He also provided the necessary funds to repay the loans
taken out by the 30% SPVs with J&T Banka and/or J&T Finance Group respectively to finance their subscriptions of 1.2 billion
OPG shares in November 2014 and May 2016.
48
It should be noted that those profits were generated by the fact that on 10 May 2016 the 30%
SPVs subscribed one billion new OPG shares at a price of EUR 0.08/share whereas in their
subsequent disposal to Mr Vitek on 8 June 2016 the OPG shares held by them were allocated a
value of EUR 0.28/share.364
116. It is difficult to believe that Mr Vitek (or any other investor) would have bought one billion shares
at EUR 0.28/share if he could have subscribed those same shares at EUR 0.08/share four weeks
earlier. By subscribing to one billion shares at EUR 0.08/share in May 2016 rather than buying
those shares at EUR 0.28/share one month later, Mr Vitek would have saved EUR 200M. The
explanations that have been provided in this respect are not convincing, in particular in light of
the amounts at stake. According to Mr Rybar, the Czech lawyer of Mr Vitek, his client did not
participate in the capital increase of May 2016 because "he was unwilling to providefurtherfunds
into OPG and keep a minority stake."365 Certainly, if Mr Vitek had declared that he would be
prepared to subscribe at EUR 0.28/share, the one billion new OPG shares issued in May 2016
would have been issued to Mr Vitek.
C. The proceedsrealized upon the disposalof the 30% SPVs are paid to Mr Vitek or re-invested in
Mr Vitek's company
117. There is evidence to show that Mr Spanko, Mr Gerner and Mr Strapek did not actually receive the
consideration paid by Mr Vitek (acting through Nukasso) in return for the shares held by them in
the 30% SPVs. According to the account statements provided by J&T Banka, the consideration of
ca. EUR 54.2M payable in return for Aspley was paid on 9 June 2016 to the direct shareholder of
Aspley and, on the same day, invested in bonds issued by CPI PG, the company of Mr Vitek.366 The
consideration of EUR 54.048M payable in return for Fetumar was paid on 9 June 2016 to the direct
shareholder of Fetumar,367 and then to J&T Private Equity B.V. An amount of EUR 54.048M is paid
on the same day (9 June 2016) by J&T Private Investments B.V., the 100% subsidiary of J&T Private
Equity B.V.,368 to Blackwall lntertrade Limited,369 which pays it to Mormar Enterprises Limited,370
which pays it to Foxbury Management Limited, which pays it to Zelig Holdings Limited,371 which
pays it to Mr Vitek.372 All those payments are made on 9 June 2016. The consideration of EUR
79.852M payable in return for Jagapais paid on 9 June 2016 to the direct shareholder of Jagapa,
then to Blackwall lntertrade Limited,373 which paysit to Mormar Enterprises Limited, 374 which pays
it to Foxbury Management Limited, which pays it to Zelig Holdings Limited,375 which pays it to Mr
Vitek.376 All of those payments are made on 9 June 2016.
118. The beneficial owner of Zelig Holdings Limited in June 2016 was Mr Tomas Rybar,the Czech lawyer
of Mr Vitek."? The beneficial owner of Blackwall lntertrade Limited and of Mormar Enterprises
364 E-mail of Martin Matula of 10 November 2016 (Annex 1.341.2).

365 Letter of Mr Rybar to the CSSF dated 2 August 2016 (Annex 1.325.2).
366 Cf. bank statement from 1 July 2012 to 30 June 2016 for Acacia Consultancy Ltd (Annex 1.290.28).
367 Cf. bank statement for account n°2500065803/5800 for Panarea Holdings Limited (Annex 1.290.18).
368 Cf. extract from Dutch companies register (Annex 1.338.4).

369 Cf. bank statement for account n°2500060463/5800 for Blackwall lntertrade Limited (Annex 1.329.4).
°
37 Cf. bank statement for account n°2500060455/5800 for Mormar Enterprises Limited (Annex 1.331.4).
371 Cf. bank statement for account n°2500008059/5800 of Zelig Holdings Limited (Annex 1.331.6).
372 Cf. bank statement for account n°2500052287 /5800 of Radovan Vitek (Annex 1.290.1,Annex 1.290.2).
373 Cf. bank statement for account n°2500061079/5800 of Romerten Development Limited (Annex 1.290.25). The
consideration payable under the agreement with Nukasso was paid in two payments of EUR SSM and EUR 24.852M.
374 Cf. bank statement for account n°2500060455/5800 of Mormar Enterprises Limited (Annex 1.331.4).
375 Cf. bank statement for account n°2500008059/5800 of Zelig Holdings Limited (Annex 1.331.6).
376 Cf. bank statement for account n°2500052287/5800 of Radovan Vitek (Annex 1.290.1, Annex 1.290.2).
377 Cf. information provided by J&T Banka (Annex 1.329.6).
49
Limited in June 2016 is Marek Galvas, a former employee of J&T Banka (until 2009) who now
works on his own account.378 Mr Galvashas close links with Mr Vitek:
118.1. It was Mr Galvas who represented J&T Banka (acting on the undisclosed behalf of Mr
Vitek) in the negotiations with the unitholders of the Endurance Fund (cf. paragraph 72
above).
118.2. It was also Mr Galvaswho is recorded as proxyholder of one of the CyprusSPVs involved
in the proxy fight with the Main Institutional Investors at the adjourned OGM of 6
December 2013. 379
118.3. Mr Galvas and Mr Vitek are the two managers of Ravento S.a r.1. (formerly Endurance
Office li Asset S.a r.l.), the shares of which were bought in 2013 from the Endurance Fund
by Sidoti (a company belonging to the mother of Mr Vitek), and then sold to Meij Limited
(one of the SPVs to which J&T Banka, acting on the undisclosed behalf of Mr Vitek, had
sold Endurance Fund units previously acquired from other unttboldersj'", and then re
sold to Sidoti, and eventually sold to Mr Vitek himself.381
118.4. Mr Galvas and Mr Vitek also are the two managers of Efimacor S.a r.1. (formerly
Endurance Finance S.a .rl.)382, which on 9 June 2016 became a major shareholder of CPI
Property Group383 and which, according to the cashflows provided by CPI Property Group,
was instrumental in the financing of the acquisitions of the 30%SPVs.384
118.5. An amount of EUR 3,083M, corresponding to the purchase price payable to Stationway in
return for the sale on 8 June 2016 of 11,022,704 OPG shares at EUR 0.28/share (= EUR
3,086M), is paid on 8 June 2016 by Stationway to Bryndon Management Limited.385 The
beneficial owner of Bryndon Management Limited is Marek Galvas.386
119. Conclusion on indicator n°8. - There are serious, precise and concurring elements to indicate
that the 30% SPVs were used as proxies acting on the undisclosed behalf of Mr Vitek. The main
elements may be summarized as follows:
119.1.The beneficial owners of the 30% SPVs did not finance their substantial investments in
OPG shares out of their own means (either in whole or in part) but by loans from J&T
Banka and J&T Finance Group, which, according to J&T Banka, were granted on the
condition that the subscription price was sufficiently lower than the EPRA NAV per share.
The beneficial owners of Aspley, Fetumar and Jagapa did not provide full and complete
information to the CSSF;
378 Letter of J&T Banka to the CSSF dated 31 October 2016 (Annex 1.315.2) and letter of J&T Banka attached to the e-mail of
J&T Banka to the CSSF dated 18 November 2016 (Annex 1.331.3).
379 Annex 1.311.5.
380 Cf. footnote n°200.

381 Public information available on www.legilux.lu.
382 Annex 1.307 (company extract dated 3 November 2016 for Efimacor S.a r.1.). It may be noted that the last annual accounts
deposited by Efimacor S.a r.l. with the Trade and Companies Register are those relating to the financial year 2012. According
to the consistent and established case-law of the Luxembourg courts, the failure to deposit annual accounts within the
statutory deadlines constitutes a gross and irremediable violation of Luxembourg company law within the meaning of Article
203 of the amended law of 10 August 1915 on commercial companies which may lead to the judicial liquidation of the
company in question.
383 Press release of CPI Property Group dated 9 June 2016 («CPI Property Group raises EUR 55 million and issues 550 million
new shares ») available on www.cpipg.com.

384 Letter dated 2 August 2016 of CPI Property Group (Annex 1.340.2).
385 Annex 1.290.10.
386 Annex 1.315.2, p.2.
50
119.2.The beneficial owners of the 30% SPVs played no role at all, or a very limited role, in the
definition of the strategy of OPG during their time as major shareholders of OPG;
119.3.lt is not possible to verify from the vague explanations provided to the CSSF as regards
the conduct of the negotiations between Mr Vitek, on the one hand, and the beneficial
owners of the 30% SPVs, on the other hand, that the 30% SPVs actually were independent
investors;
119.4.The consideration to be paid to the owners of the 30% SPVs upon the disposal of the latter
to Mr Vitek on 8 June 2016 seemingly ended up on the personal accounts of Mr Vitek
himself. That last element alone may be considered as a sufficiently strong indicator to
establish the lack of independence of the 30% SPVs from, or their collusion with, Mr Vitek.
CONCLUSION
120. On the basis of the findings of the investigation conducted as of the date of this Report with
respect to Oreo Property Group S.A. for the period from 1st September 2012 until 30 June 2016,
the MAF li Department makes the following recommendations to the directors of the CSSF,
subject to Articles S and 9 of the grand-ducal regulation of 8 June 1979 on the procedure to be
followed by national and local administrations.387
A- Takeover Law final considerations
121. Declarations on persons secretly acting in concert with respect to OPG. - The MAF-11 Department
recommends to declare that Mr Radovan Vitek has been secretly acting in concert with each of
the following persons with respect to Oreo Property Group S.A. for the reasons set out in
paragraphs 123 to 124 below:
121.1. Mr Jean-Francois Ott as the beneficial owner of Stationway and incidentally in his
functions as CEO and chairman of OPG's board of directors until his respective removal
and resignation from these positions on 18 and 27 March 2014;
121.2. Mr René Foltán as the beneficial owner of LCE, Mr Petr Sekanina as the beneficial owner
of Levosand Mr Tomáš David as the beneficial owner of Egnaro;
121.3. Mr Pavel Spanko as the beneficial owner of Aspley (until on or around 8 June 2016), Mr
Jan Gerner as the beneficial owner of Fetumar (until on or around 8 June 2016) and Mr
Julius Strapek as the beneficial owner of Jagapa(until on or around 8 June 2016).
122. Declaration on acquisition of control by Mr Vitek. - The MAF li Department recommends to

declare that Mr Radovan Vitek acquired the control of OPG within the meaning of the Takeover
Law on 10 and 11 January 2013 when Mr Ott bought 9,088,715 OPG shares on the secondary
market.
387Réqlement grand-ducal du 8 juin 1979 relatif a la procédure a suivre par les administrations relevant de /'Etat et des
communes.
51
123. Definition of 'persons acting in concert' under the Takeover Legislation. - Point (d) of Article 2
(1) of the Takeover Law (and point (d) of Article 2 (1) of the Takeover Directive) defines 'persons
acting in concert' as "natural or legal persons who cooperate with the offeror or the offeree
company on the basis of an agreement, either express or tacit, either oral or written, aimed either
at acquiring control of the offeree company or at frustrating the successful outcome of the bid,"
Article 2 (2) of the Takeover Law specifies that persons controlled by another person within the
meaning of directive 2004/109/EC shall be deemed to be persons acting in concert with that other
person and with each other. Under the Takeover Law and the Takeover Directive, the concept of
'persons acting in concert' is composed of three elements: (1) the existence of a cooperation
between relevant persons, (2) the existence of an agreement between those persons and (3) the
aim of the cooperation (acquisition of control or frustration of bid). As regards the second
element, it follows from the wide wording of the definition in Article 2 (1) point (d) of the Takeover
Law I Takeover Directive that the form and the nature of the agreement is not relevant.
Furthermore, it has been judicially confirmed that in takeover matters, it is not necessaryfor the
agreement to be legally binding.388 ln casesin which no legally binding or no written agreement
between the concert parties exists, the concert action may be established on the basis of the
actions or omissions of the concert parties which it is possible to observe, provided that such
actions and omissions may be characterized as a cooperation aimed at the acquisition of
control.389
124. Characterization of the beneficial owners of Stationway, LCE, Levos, Egnaro, Aspley, Fetumar
and Jagapa as 'persons acting in concert' with Mr Vitek. - ln the present case, the investigation
has not revealed the existence of one or several written agreements between Mr Vitek and all or
some of the persons named in paragraph 121 above. However, it is possible to observe acts of
cooperation that were material in the undisclosed acquisition and exercise of control by Mr Vitek
over Oreo Property Group S.A. for each of those persons. These acts of cooperation which
allowed, facilitated, and/or further strengthened Mr Vitek's acquisition of control over OPG
include, without limitation:
124.1. as regards Mr Ott:
124.1.1. the coordinated actions between Mr Ott and Mr Vitek in the context of the latter's Initial
Stake-building process (in particular their exchangesas regards the progress and means
used in the stake-building, their agreed communication strategy concerning the public
disclosure of Mr Vitek's major holdings in OPG shares and their coordinated efforts in
mitigating the risks perceived from other shareholders and/or corporate bodies of OPG)
as described under indicator n°l;
124.1.2. the acquisition by Mr Ott (acting through Stationway) of OPG shares on 10 and 11
January 2013 (with Mr Vitek's support and involvement) and the subsequent sale of his
sharesto Mr Vitek on 8 June 2016 as described under indicator n°2;
388
Paris, 2 April 2008, Sacyr Eiffage; Com., 15 May 2012 and Paris, 15 September 2011, Hermes.
389
Cf., for example : Action de Concert: Présentation générale et Droit de !'Union européenne, Joly Bourse, 10 mai 2016,
p.12 : « ťaction de concert s'entendrait alnsi ďune coopération reposant sur un accord et visant ó obtenir le contr6/e (ou ó
faire échouer ťoffre). Ces trois éléments tl'action. /'accord dont cel/e-ciprocěde et, enfin, le but assigné ó cette action) étant
parfaitement compréhensib/es, c'est l'ordre de ťénoncé qui retient /'attention. A/ors que les textesfrancais placent au premier
rang l'accord, la directive définit l'oction de concert comme ... une action et, précisément, comme une coopération. A/ors qu'ils
parlent ďaccord cone/u, elfe se contente ďune coopération reposant sur la base ďun accord,formel ou tacite, oral ou écrit.
L'esprit parvient ainsi aisément ó concevoir qu'un accord puisse étre cone/u de fa~on verbale ou méme tacite. If demeure que
la preuve de /'existence (et de la teneur) ďun accord demeuré verbal ou, plus encore, purement tacite, sera le plus souvent
impossible ó rapporter. Le but méme de /'action de concert consiste a supprimer cette difficu/té en déduisant /'accord de la
seu/e observation ďune action commune, ďune coopération. [ ... ] (emphasis added) >>
52
124.1.3. the support provided by Mr Ott to Mr Vitek's most significant corporate proposals as
regards OPG (i) on board composition (in particular in the context of the OGMs of 6
January 2014 and 8 April 2014 on the removal and subsequent appointment rejection
of Main Institutional representatives as member of OPG's Board of Directors) and (ii)
share capital increases within the authorized share capital clause with cancellation of
the preferential subscription rights of shareholders (in particular in the context of the
EGM of 28 May 2014) as described under indicators n°4 and 7;
124.1.4. the support provided by Mr Ott to Mr Vitek and his team at crucial stages of the process
leading to the acquisition of control by Czech Property Investments, a.s., the company
of Mr Vitek, over the Endurance Fund and/or its assets as described under indicator n°
S, in particular in paragraphs 74, 75, 77, 78 and 80;
124.1.5. the support granted by Mr Ott to Mr Vitek with respect to Oreo Germany as described
in indicator n°6 and, in particular, as regards (1) the adoption of the resolution of the
OPG board of directors of 27-29 November 2013 to increase the share capital of Oreo
Germany by up to EUR 100M at a subscription price of EUR 0.47/share (in particular by
taking the initiative of the resolution in question and by voting in favour of it) and its
implementation at the level of Oreo Germany, (2) the subscription by Mr Ott (acting
through Stationway) to 76.6M new Oreo Germany shares on 3 March 2014 and the
subsequent sale of those shares on 12 June 2014 to Mr Vitek (acting through Matera li)
and (3) the apparent lack of a due diligence carried out by Mr Ott and the other
managers of OPG on the beneficial owner of Kamoro within the context of the sale of
an important block of Oreo Germany shares to Kamoro in June 2013.
124.2. as regards the beneficial owners of LCE, Levos and Egnaro:
124.2.1. the acquisitions of OPG shares in 2013 and the subsequent sales of their OPG shares at
identical sell prices to Mr Vitek on 8 June 2016 (acting through CPI Property Group, itself
acting through its subsidiary Nukasso)as described under indicator n°3;
124.2.2. their participation and votes in the OPG shareholders' resolutions adopted on 6 January
2014 as regards the dismissal of Mr Cash and Mr Shanon as OPG directors as described
under indicators n° 3 and n°4;
124.3. as regards the beneficial owners of Aspley, Fetumar and Jagapa:
124.3.1. the subscription through their respective vehicle to in aggregate 1.2 billion new OPG
shares on 10 November 2014 and/or on 10 May 2016 and the subsequent disposal of
their respective vehicle on 8 June 2016 to Mr Vitek (acting through CPI Property Group,
itself acting through its subsidiary Nukasso)as described in indicator n°8;
124.3.2. as regards Mr Spanko and Mr Gerner, the participation (through Aspley and Fetumar) in
the adoption of the shareholder decision to decrease the share capital of OPG on 2 May
2016 without cancellation of shares by reducing the par value from EUR 0.1 to EUR 0.01
as described in paragraph 107 above;
124.3.3. the incomplete and/or inaccurate declarations made by the beneficial owners of Aspley,
Fetumar and Jagapato the CSSF referred to in paragraphs 110 and 111.
125. Administrative fines for breach of the mandatory bid rule. - Article 5 (1) of the Takeover Law
requires a person who, alone or together with other persons, acquires the control of a company
53
to make a bid as a means of protecting the minority shareholders. The breach of Article 5 (1)
constitutes a violation of the general principle laid down in point a) of Article 3 of the Takeover
Law which provides that "if a person acquires control of a company, the other holders of securities
must be protected". Article 17 (1) of the Takeover Law provides that "ln case of infringements of
this Jaw which are likely to breach the general principles set out in Article 3{a) to (e), the CSSF can
impose a fine between EUR 125 and EUR 12,500".
The MAF li Department recommends more particularly to declare that Article 5(1) and the general
principles set out in Article 3 subparagraphs (a) and (d) of the Takeover Law have been infringed.
B- Transparency Law final considerations -
126. Major Shareholdings Notifications Infringements: The MAF li Department has found evidence of
breaches of the Transparency Law with respect to OPG (as described in particular in indicator n°
1). The MAF li Department considers in particular that the omissions and misstatements in the
notifications to the CSSF from Gamala and Crestline on 19 October 2012 (as referred to under
paragraph 14 ofthis Report) infringe the provisions of Article 8 and 9 (e) of the Transparency Law.
The MAF li Department considers that these infringements are attributable to Mr Vitek as the
beneficial owner of the above-mentioned entities. However, the MAF li Department considers
that because of the links between the omissions and misstatements in question and the concert
action dealt with in Section A above and with the market manipulation dealt with in Section C
below, no administrative sanctions should be taken against Mr Vitek under the Transparency Law
on the basis of this Report as these infringements are ancillary to the Takeover Law and Market
Abuse Law related violations.
127. Incomplete or Inaccurate Information: The MAF li Department also found evidence of incomplete
and/or inaccurate information provided to the CSSF with respect to OPG further to its requests
for information addressed to each of the 30% SPVs and their beneficial owners. The provision of
incomplete and/or inaccurate information arguably infringes the provisions of Article 22,
paragraph (2), point a) and of Article 25, paragraph (1), point b) of the Transparency Law.
However, the MAF li Department considers that no administrative sanctions should be taken
against Aspley, Fetumar and/or Jagapaand their beneficial owners under the Transparency Law
on the basisof this Report becauseof the links between the incomplete or inaccurate information
in question and the undisclosed concert action already dealt with in Section A above.
C. Market Abuse Law final considerations
128. Market Abuse Law infringements- ln addition to the findings in relation to the concert action in
relation to OPG, this Report has also found on an ancillary and non-exhaustive basis, serious
evidence that may establish the existence of several infringements of the amended law of 9 May
2006 on market abuse (the "Market Abuse Law") during the Period under Investigation. ln
particular, the MAF li Department has found several instances of potential market manipulations
(under various forms) which could infringe the prohibition set-out under Article 11 of the Market
Abuse Law.
129. Preliminary observations on the applicability of the Market Abuse Law. - The Market Abuse Law
has been largely replaced on 3 July 2016 by the provisions of Regulation (EU) n°596/2014 of the
European Parliament and of the Council of 16 April 2014 on market abuse (market abuse
regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and
Commission Directives 2003/124/EC, 2003/125/EC and 2004/71/EC ("MAR"), including with
respect to the definition of market manipulation in Article 1, 2) of the Market Abuse Law (now
Article 12 of MAR) and the prohibition of market manipulation in Article 11 of the Market Abuse
Law (now Article 15 of MAR). However, given that the events to which this Report relates occurred
54
prior to the date since when MAR applies (3 July 2016) and because the administrative sanctions
provided for in the new law of 23 December 2016 on market abuse are higher than the
administrative sanctions of Article 33 of the Market Abuse Law, the MAF li Department considers
that for the purposes of this Report the relevant provisions of the Market Abuse Law continue to
apply.
130. Dissemination of misleading information- The MAF li Department considers in particular that the
omissions and/or misstatements in the Crestline Ventures Corp. and Gamala Limiteďs press
release of 18 October 2012390 and the OPG press release dated 19 October 2012391 (further to the
notifications of Gamala and Crestline as described in more detail under paragraphs 13.3, 14, 15
and 16 of the Report) may qualify as market manipulation under Article 1 2) (c) of the Market
Abuse Law.392 The MAF li Department considers that these infringements are attributable to Mr
Vitek as the beneficial owner of the above-mentioned entities.
131. Characterization of the use of the SPVs as market manipulation- deception or contrivance
related acts. -The MAF li Department furthermore considers that the use of the 30% SPVs for
subscribing to 1.2 billion new OPG shares in November 2014 and May 2016 and the subsequent
disposal of the 30% SPVs (including the OPG shares held by them) on or around 8 June 2016 to Mr
Radovan Vitek (acting through CPI Property Group, itself acting through Nukasso) may be
characterized as a market manipulation with respect to Oreo Property Group S.A. within the
meaning of point (b) of Article 1 (2) of the Market Abuse Law according to which "transactions or
orders to trade which employ fictitious devices or any other form of deception or contrivance
(emphasis added)" constitute a market manipulation. This market manipulation is imputable to
Mr Vitek as the person whose identity the colluding 30% SPVs and their respective beneficial
owners purported to conceal and/or as the ultimate recipient of the proceeds made upon the
disposal of each of the 30% SPVs
132. Applicable administrative sanctions for market manipulation: Pursuant to Article 33, paragraph
1, of the Market Abuse Law and subject to any criminal proceedings that could be initiated with
respect to the above-mentioned market manipulations, the CSSF may impose an administrative
fine (amende administrative) of up to 1,500,000 euros on any person responsible for the breach
of the prohibition of market manipulation as laid down in Article 11 of that law. When the
infringement resulted in a pecuniary advantage for the offender, the fine may be increased to ten
times the amount of the profit realized and shall under no circumstances be less than the said
profit (Article 33, paragraph 2, of the Market Abuse Law). Pursuant to Article 33, paragraph 6, of
the Market Abuse Law,the CSSF may also disclose to the public the administrative fines imposed
in relation the market manipulations mentioned above, unless such disclosure would seriously
jeopardize the financial markets or cause disproportionate damage to the parties involved.
The MAF li Department recommends to declare that the provisions of Article 11 of the Market
Abuse Law have been infringed.
Date: 19 January 2017
MAF li - Métier Surveillance des Marchés ďActifs Financiers
390 Annex 1.336

391 Annex 1.115.2
392 Pursuant to Article 1 2) (c) of the Market Abuse Law, market manipulation means "dissemination of information through
the media or by any other means, which gives, or is likely to give, false or misleading signals as to financial instruments,
including the dissemination of rumours and false or misleading news, where the person who made the dissemination knew,
or ought to have known, that the information was false or misleading".
55

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Case 1:19-cv-03170-DLC Document 64-1 Filed 09/10/19 Page 1 of 57

REPORT ON THE EXISTENCEOF A CONCERTACTION

with respect to Oreo Property Group S.A.

4 The sauvegarde procedure was terminated on 22 September 2015 (Annex 1.302.2).

consulted on 16 November 2016).

consistent elements (éléments graves, précis et concordants) or circumstantial evidence (faisceau

B. Coordinated efforts in relation to Mr Vitek's Initial Stake-building disclosure

is Annex 1.80, point 2.c.

C. Coordinated efforts towards institutional Investors

D. Coordinated efforts to alleviate suspicions of irregularities within OPG's Board of Directors

E. Undisclosedmeetingsbetween Mr Vitek and Mr Ott

Stationway, a special purpose vehicle incorporated on 21 February 201243 in the Republic

10 and 11 January 2013, respectively.

Mr Rodolphe Zellitch (Rothschild) assisted in finding potential sellers and to execute a

June 2016 for an amount of EUR 2,581,200.00).

is a dentist and surgeon focusing on maxillofacíal surgery.

and Annex 1.290.6: J&T Banka, Cash account statements of LCE}.

D. EgnaroInvestments Limited ("Egnaro")acquisitions- From October 2013 until November

104 Cf. Annex 1.331.3.

client- Egnaro Investments Limited).

and 21 November 2012.

of 20 December 2013 (Annex 1.210.3).

B. Shareholding battle consequences126- changes in the opposing shareholders respective

55. EarlyJanuary 2013 - Consumedweakening of the institutional investorsfurther to Mr Vitek

56. EarlyJanuary2014- Institutional Investorsdefinitively outvoted and in minority: By that time,

C. Battle over the OPG Boardpredominance

140 Mr Cash and Mr Shanon.

third paragraph; p.1).

Annex 1.314.8, and Annex 1.314.9.

182 Annex 1.203.291 p.5.

183 Annex 1.67.6.

190 Board meeting of 25 February 2013 (Annex 1.203.30), p.16-17.

199 Annex 1.286.3(p.8 of PDF under« Future prospects»)

209 On the basis of the final Sidoti LOI (Annex I 289.30).

21s Offer Document (Annex 11.130, p.14).

A. The Main Actions

220 Annex 1.203.30,p.6.

a. OPG is in constant need of liquidity;

IV.158, Annex 1.306.

additional support at the Prague level".

235 Annex 1.203.32,p.8.

86.4. On 16 October2013 Mr Vitek (actingthroughGamala}submitsa requestfor the dismissal

243 Annex 1.203.37,p.6 -7.

general meeting of OPG'sshareholders to be held on 6 December 2013 (Annex 1.55.2).

251 Annex 1.209.3,p.23.

258 Annex 1.209.3, p. 25.

p.8, where the "Berlin assets" refer to OG).

average over the last six months, it could be."

B. The Complementary Actions

274 Board meeting of 15 May 2013 (Annex 1.203.33), p.4.

21s Annex 11.35.1 and Annex 11.35.2.

279 Annex 1.291.1and Annex 1.291.2.

234 Annex 1.210.7, p.3-4.

C. Conclusion on indicator n°6

315 NAV dilution calculation and sensitivity analysis (Annex 1.324.23).

320 Financial Information 2014 (Annex 1.312.3), p.6.

C. The documentation of the independence of the 30% SPVs

financial statements of OPG.

E. The representation of the 30% SPVs on the board of OPG

35o Board minutes of 7-10 November 2014 (Annex 1.324.17).

li. The exit of Mr Spanko,Mr Gerner and Mr Strapekfrom OPG

B. The unlikely profits made by the owners of the 30% SPVs