8/08/2013 20:46
68/2013 – Information on registration of the change in the issuer’s Articles of Association by the court
The Management Board of Trakcja S.A. (“Issuer”) hereby informs that on 8 August 2013 it received a decision of the District Court for the city of Warsaw in Warsaw, 12th Commercial Division of the National Court Register (“Court”) dated 18 July 2013 regarding i.a. registration of the change in the Issuer’s Articles of Association and expungement of the nominal value of the conditional increase of the share capital.
Amendments to the text of the Articles of Association of the Company:
- previous wording of Article 21 sec. 1 of the Articles of Association of the Company:
“Article 21
1. The share capital of the Company is PLN 23,210,548 (say: twenty three million two hundred ten
thousand five hundred forty-eight Polish zlotys) and divided into:
a. 1,599,480 (say one million five hundred ninety-nine thousand four hundred eighty)
ordinary bearer A series shares of nominal value PLN 0.10 (ten groszy) each,
b. 83,180,870 (say: eighty-three million one hundred eighty thousand eight hundred seventy)
ordinary bearer C series shares of nominal value PLN 0.10 (ten groszy) each,
c. 19,516,280 (say: nineteen million five hundred sixteen thousand two hundred eighty) ordinary bearer D series shares of nominal value PLN 0.10 (ten groszy) each,
d. 25,808,850 (say: twenty-five million eight hundred and eight thousand eight hundred fifty)
ordinary bearer E series shares of nominal value PLN 0.10 (ten groszy) each,
e. 30,000,000 (say: thirty million) ordinary bearer F series shares of nominal value PLN 0.10 (ten groszy) each,
f. 72,000,000 (say: seventy-two million) ordinary bearer G series shares of nominal value PLN 0.10 (ten groszy) each,
the wording of Article 21 sec. 1 of the Articles of Association of the Company adopted by resolution of the General Meeting of Trakcja S.A. on 12 June 2013 registered by the court:
“Article 21
1. The share capital of the Company is PLN 41,119,638.40 (say: forty-one million one hundred nineteen thousand six hundred thirty-eight Polish zlotys and forty groszy) and divided into:
a) 1,599,480 (say: one million five hundred ninety-nine thousand four hundred and eighty) ordinary bearer series A shares with the nominal value of PLN 0.10 (ten groszy) each,
b) 83,180,870 (say: eighty-three million one hundred eighty thousand eight hundred seventy) ordinary bearer C series shares of nominal value PLN 0.10 (ten groszy) each,,
c) 19,516,280 (say: nineteen million five hundred sixteen thousand two hundred eighty) ordinary bearer D series shares of nominal value PLN 0.10 (ten groszy) each,
d) 25,808,850 (say: twenty-five million eight hundred and eight thousand eight hundred fifty)
ordinary bearer E series shares of nominal value PLN 0.10 (ten groszy) each, e) 30,000,000 (say: thirty million) ordinary bearer F series shares of nominal value
PLN 0.10 (ten groszy) each,
f) 72,000,000 (say: seventy-two million) ordinary bearer G series shares of nominal
value PLN 0.10 (ten groszy) each,
g) 179,090,904 (say: one hundred seventy-nine million ninety thousand nine hundred and four) ordinary bearer series H shares with the nominal value of PLN 0.10 (ten groszy) each.”
- previous wording of Article 21 of the Articles of Association of the Company, whose expungement from the text of the Articles of Association of the Company was adopted by resolution no. 34 of the General Meeting of Trakcja S.A. on 12 June 2013 and registered by the Court:
“Article 21a
1. The contingent capital of the Company does not exceed PLN 18,545,436 (say: eighteen million five hundred forty-five thousand four hundred thirty-six Polish zlotys) and is divided into not more than:
1. 185,454,360 (say: one hundred eighty-five million four hundred fifty-four thousand three hundred
sixty) ordinary bearer series H shares with the nominal value of PLN 0.10 ten
groszy) each;
2. The purpose of the conditional increase of the share capital as mentioned in Article 21a sec. 1 point 1) is to vest a right to acquire series H shares in the holders of bonds convertible to shares issued by the Company on the basis of Resolution no. 4 of the Extraordinary General Meeting of 12 December 2012.
3.The holders of bonds convertible to shares issued by the Company on the basis of Resolution no. 4 of the Extraordinary General Meeting of 12 December 2012 are entitled to subscribe H series shares in compliance with the rules stipulated in the bond issue terms and conditions, whereas the redemption date of any series of the bonds may not be after 31 December 2027″.
Legal basis: § 38, par. 1 point 2) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodical information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent.ami prawa państwa niebędącego państwem członkowskim.
