Legal grounds: art. 56 sec. 1 item 2 of the Offering Act – current and periodic information
Content of the report:
The Management Board of Jastrzębska Spółka Węglowa S.A. ("Company") hereby advises that on 21 September 2011 the Company received a decision of the District Court in Gliwice, 10th Commercial Division of the National Court Register, dated 16 September 2011, pertaining to registration of increase of the Company's share capital by way of issuing series C shares and changes to the articles of association to this effect made pursuant to Supervisory Board Resolution no. 166/VII/2011 of 4 August 2011 adopted pursuant to sec. 11 of Resolution no. 3 adopted by the Company's Extraordinary Shareholder Meeting on 12 May 2011, Rep. A No. 3173/2011. The entry in the register concerning the foregoing decision of the registry court was made on 19 September 2011.
The amount of the share capital after the registration is PLN 596,039,600 (say: five hundred ninety six million thirty nine thousand six hundred zloty) and is divided into 119,207,920 (say: one hundred nineteen million two hundred seven thousand nine hundred twenty) shares with par value of PLN 5 (say: five zloty) each.
According to the provisions of the Company's prospectus, series C shares were to be issued through private subscription to an investment firm which undertook to sell the subscribed series C shares to the employees mentioned in sec. 5 of Resolution no. 3 adopted by the Company's Extraordinary Shareholder Meeting on 12 May 2011, Rep. A No. 3173/2011.
Total number of votes resulting from all shares issued by the Company after registration of the change to the share capital is 119,207,920 (say: one hundred nineteen million two hundred seven thousand nine hundred twenty) votes at the Company's Shareholder Meeting.
The entire share capital has been paid.
The structure of the Company's share capital after registering the changes is as follows:
- 99,524,020 (say: ninety nine million five hundred twenty four thousand twenty) series A shares representing 83.49% of the Company's share capital and 99,524,020 votes representing 83.49% of total number of votes at the Company's Shareholder Meeting,
- 9.325.580 (say: nine million three hundred twenty five thousand five hundred eighty) series B shares representing 7.82% of the Company's share capital and 9,325,580 votes representing 7.82% of total number of votes at the Company's Shareholder Meeting,
- 3.954.210 (say: three million nine hundred fifty four thousand two hundred ten) series C shares representing 3.32% of the Company's share capital and 3,954,210 votes representing 3.32% of total number of votes at the Company's Shareholder Meeting,
- 6.404.110 (say: six million four hundred four thousand one hundred ten) series D shares representing 5.37% of the Company's share capital and 6,404,110 votes representing 5.37% of total number of votes at the Company's Shareholder Meeting.
The registered changes to the Company's Articles of Association are as follows:
Previous wording:
§ 5
1. The Company's share capital shall amount to PLN 576,268,550 (say: five hundred seventy-six million two hundred sixty-eight thousand five hundred fifty Polish zloty). 2. The Company's share capital is divided into 115,253,710 (say: one hundred fifteen million two hundred fifty-three thousand seven hundred ten) ordinary registered shares with the nominal value of PLN 5 (say: five Polish zloty) each, i.e.:
- series A shares numbered from 0,000,001 to 99,524,020,
- series B shares numbered from 99,524,021 to 108,849,600,
- 6,404,110 series D shares.
3. Registered shares are dematerialized and converted into bearer shares upon their dematerialization pursuant to the Act on Trading in Financial Instruments of 29 July 2005.
4. Shareholders may not demand conversion of bearer shares into registered shares in the period in which the shares are dematerialized.
Current wording:
§ 5
1. The Company's share capital shall amount to PLN 596,039,600 (say: five hundred ninety six million thirty nine thousand six hundred zloty).
2. The Company's share capital is divided into 119,207,920 (say: one hundred nineteen million two hundred seven thousand nine hundred twenty) ordinary registered shares with the nominal value of PLN 5 (say: five Polish zloty) each, i.e.:
- series A shares numbered from 0,000,001 to 99,524,020,
- series B shares numbered from 99,524,021 to 108,849,600,
- 3,954,210 series C shares,
- 6,404,110 series D shares.
3. Registered shares are dematerialized and converted into bearer shares upon their dematerialization pursuant to the Act on Trading in Financial Instruments of 29 July 2005.
4. Shareholders may not demand conversion of bearer shares into registered shares in the period in which the shares are dematerialized.
The Company’s Management Board has attached the consolidated version of the Company's Articles of Association to this report.
Legal grounds:
§ 5 sec. 1 item 9 and § 38 sec. 1 item 2 of the Finance Minister's Regulation of 19 February 2009 on current and periodic information transmitted by securities issuers and conditions for acknowledgment of equivalence of information required by the laws of a non-member state.