10.3. Business combinations and acquisition (subscription) and sale of shares

On 13 February 2018 JZR’s Shareholder Meeting adopted a resolution to increase JZR’s share capital to PLN 645.0 million, i.e. by PLN 244.5 million by having JSW and the State Treasury subscribe for 489,000 new shares with a par value and issue price of PLN 500.00 each. JSW subscribed for 249,000 new shares in JZR that were covered with a cash contribution totaling PLN 124.5 million while the State Treasury subscribed for 240,000 new shares covered with a cash contribution totaling PLN 120.0 million.

Additionally, on 28 May 2018 JZR’s Shareholder Meeting adopted a resolution to increase JZR’s share capital to PLN 652.3 million by having JSW subscribe for 14,561 new shares with a par value of PLN 500.00 per share, while excluding the State Treasury’s right of first refusal to the shares. The JZR’s increased share capital was covered by an in-kind contribution of JSW’s assets. After the capital increase, JSW’s stake increased to 58.61%, while the State Treasury’s stake is 41.39%. Detailed information about this share capital increase is provided in Note 1.2 to these financial statements. As at 31 December 2018 the Group’s consolidated financial statements recognized the movement in the non-controlling interest of JZR, which the table below presents.

On 19 June 2018 JSW signed a share purchase agreement with JSW KOKS S.A. to purchase 548,461 shares of JSW KOKS (treasury shares) for the total amount of PLN 7.8 million. After the finalization date of this transaction, JSW S.A. now holds 96.28% of JSW KOKS’ shares.

On 7 June 2018, the Ordinary Shareholder Meeting of CLP-B adopted a resolution on the acquisition by CLP-B of 681 shares representing 9.62% of all the company’s shares from 25 minority shareholders, i.e. natural persons, for the total amount of PLN 3.1 million for retirement. As a result of these processes, JSW now holds 79.23% of shares in CLP-B.

Advicom Sp. z o.o. signed a share purchase agreement with COIG S.A to purchase 5,105 shares in Advicom held by COIG S.A., which represented 24.94% of all the shares, for the total amount of PLN 9.9 million for retirement. After this transaction was finalized, JSW S.A. now holds 100% of Advicom’s shares.

Change in non-controlling interest as at 31 December 2018:

On 16 March 2017, JZR’s share capital increase ensuing from the resolution adopted by JZR’s Extraordinary Shareholder Meeting on 30 September 2016 was registered. The share capital increase was covered in full with a cash contribution of PLN 150.0 million by the State Treasury on 4 November 2016. Detailed information about this share capital increase is provided in Note 1.2 to these financial statements. After the increase, JSW’s stake was reduced to 62.55%, while the State Treasury’s stake was 37.45%. As at 31 December 2017 the Group’s consolidated financial statements recognized the movement in the non-controlling interest of JZR, which the table below presents.

Non-controlling interest as at 31 December 2017