Body of the report:
The Management Board of Jastrzębska Spółka Węglowa S.A. („Company”, „JSW S.A.”) hereby responds to a shareholder’s question posed during the Company’s Extraordinary Shareholder Meeting held on 31 March 2015 in Warsaw. This information was provided to the shareholder after the shareholder meeting pursuant to art. 428 paragraph 5 of the Commercial Company Code.
Shareholder’s question:
Did JSW not anticipate that the given equity stake in OPA-ROW Sp. z o.o. would not ensure it control over this company?
JSW S.A.’s position:
The company doing business as Ośrodek Pomiarów i Automatyki Rybnickiego Okręgu Węglowego Sp. z o.o. (hereinafter: OPA-ROW, Company) was established on 16 November 1993 by the employees of Ośrodek Pomiarów i Automatyki (Measurement and Automation Center) at KWK ”Rymer”, Rybnicka Spółka Węglowa S.A. (hereinafter: RSW S.A.) and Jastrzębska Spółka Węglowa S.A. (hereinafter: JSW S.A.). OPA-ROW by assuming the scope of work to date, obligations, staff, equipment and technical accomplishments of „Ośrodek Pomiarów i Automatyki” at KWK „Rymer” was established primarily to satisfy the needs of RSW S.A. and JSW S.A. and other business partners, as laid down in the relevant clauses of the Company’s Articles of Association at that time. The Company’s current Articles of Association no longer contain these clauses and the current business relationships between JSW S.A. and OPA-ROW are based solely on arm’s length conditions.
As at the date of establishing the Company, the largest shareholders: JSW S.A. and RSW S.A. subscribed for 102 shares each in OPA-ROW, representing a 19.9% stake in the Company’s share capital. After the establishment of Kompania Węglowa S.A. it acquired the shares held by RSW S.A. and it became a shareholder in this Company. In April 2007 the 102 shares in the Company held by Kompania Węglowa S.A. were retired, as a result of which JSW S.A.’s stake rose to 24.8%. Presently, the Company’s shareholders are the firm’s employees and former employees as well as JSW S.A.
JSW S.A. never considered the possibility of increasing the number of shares held in OPA-ROW for the purpose of taking control over this Company on account of having other investment and business priorities. The shares held by JSW S.A. are treated as a long-term (portfolio) investment. At present, JSW S.A. is finalizing the process of divesting these assets.
Legal basis: § 38 section 1 item 12 of the Finance Minister’s Regulation of 19 February 2009 on the current and periodic information conveyed by securities issuers and the conditions for recognizing the information required by the regulations of a non-member state as being equivalent.