42/2010 - Draft resolutions for the Extraordinary General Meeting
In connection with current report no. 41/2010 of 15 December 2010, the Management Board of Trakcja Polska Spółka Akcyjna, with its registered office in Warsaw (hereinafter: “Company”) is hereby announcing the wording of the draft resolutions which will be the subject of the Extraordinary General Meeting called for 19 January 2011. The proposed wording of the resolutions is as follows:
Resolution No. 1
of the Extraordinary General Meeting of
Trakcja Polska Spółka Akcyjna, with its registered office in Warsaw
(the "Company”)
of 19 January 2011
on the election of Chairperson of the Extraordinary General Meeting
1. Pursuant to Article 409 § 1 of the Code of Commercial Companies, the Annual General Meeting decides to elect ______________ as the Chairperson of the Extraordinary General Meeting.
2. The resolution enters into force on the date of its adoption.
Resolution No. 2
of the Extraordinary General Meeting of
Trakcja Polska Spółka Akcyjna, with its registered office in Warsaw
(the "Company”)
of 19 January 2011
on the acceptance of the agenda of the Extraordinary General Meeting
“1. The Company’s Extraordinary General Meeting accepts the agenda of the Company’s Extraordinary General Meeting of the wording and in the order posted in the Company’s website on 15 December 2010, at the address: www.trakcja.com, of the following wording:
- Opening of the Extraordinary General Meeting and adoption of a resolution on the election of a Chairperson;
- Confirmation of the correctness of calling the Extraordinary General Meeting and its capacity to adopt resolutions, as well as checking the attendance list;
- Adoption of a resolution on the acceptance of the meeting agenda;
- Adoption of a resolution on the conditional increase in the share capital through an issue of new series G bearer shares, with the exclusion of the subscription rights of the current shareholders.
- Adoption of a resolution on the amendment to the Company’s Articles of Association through the addition of Article 21a of the Company’s Articles of Association;
- Adoption of a resolution on the issuance of subscription warrants with the exclusion of the subscription rights of the current shareholders;
- Adoption of a resolution on the amendment of Article 11 of the Company’s Articles of Association;
- Adoption of a resolution on the consent to the establishment of pledges on the Company’s shares;
- Close of the Extraordinary General Meeting.
2. The resolution enters into force on the date of its adoption.”
Resolution no. 3
of the Extraordinary General Meeting of
Trakcja Polska Spółka Akcyjna, with its registered office in Warsaw
(the "Company”)
of 19 January 2011
on the conditional increase in the share capital through an issue of new series G bearer shares, with the exclusion of subscription rights of the current shareholders.
Pursuant to Articles 448, 449 and 433 § 2 of the Code of Commercial Companies, the Company’s Extraordinary General Meeting hereby adopts the following:
§ 1.
[Conditional increase in the share capital]
1) The Company’s share capital is being conditionally increased by no more than
PLN 11,916,000 (in words: eleven million, nine hundred and sixteen thousand zlotys) i.e. to an amount of no more than 27,926,548 (in words: twenty-seven million, nine hundred and twenty-six thousand, five hundred and forty-eight zlotys) (“Conditional Increase in the Share Capital”).
2) The Conditional Increase in the Share Capital shall take place by way of an issue of no more than 119,160,000 (in words: one hundred and nineteen million, one hundred and sixty) series G shares of a par value of PLN 0.10 (in words: ten groszy) per share (“Series G shares”), which shall be paid for with cash contributions.
3) The Series G shares are ordinary bearer shares.
4) The Series G shares shall participate in the dividend on the following conditions:
(i) if the Series G Shares are issued or registered for the first time on a securities account by the dividend date specified in the resolution of the General Meeting on the distribution of profit, the Series G Shares shall participate in the profit distribution starting from the profit for the previous financial year, i.e. from 1 January of the financial year immediately before the year in which the Series G Shares were issued or registered for the first time on the securities account;
(ii) if the Series G Shares are issued or registered for the first time on a securities account on a date after the dividend date specified in the resolution of the General Meeting on the distribution of profit, the Series G Shares shall participate in the profit distribution starting from the profit for the financial year in which they were issued or registered for the first time on the securities account, i.e. from 1 January of that financial year.
§ 2.
[Exclusion of subscription rights]
1) The Company’s Management Board has presented an opinion to the General Meeting justifying the deprival of the Company’s current shareholders of the subscription rights to the Series G Shares in whole.
2) Having familiarised itself with this opinion, the Extraordinary General Meeting is depriving the Company’s current shareholders of the subscription rights to the Series G Shares in whole.
§ 3.
[Acquisition of the shares]
1) The Conditional Increase in the Share Capital is being conducted in order to award the right to acquire the Series G Shares to the holders of registered series A and series B subscription warrants (jointly “Subscription Warrants”), which shall be issued under Resolution no. 5 of the Company’s Extraordinary General Meeting held today, for the purpose of issuing the subscription warrants with the exclusion of the subscription rights of the current shareholders.
2) The Series G shares shall be acquired on the following conditions:
(i) subject to § 4 of this resolution, every series A Subscription Warrant gives the right to acquire one Series G Share at an issue price of PLN 4.56 (four zlotys and 56/100) per Series G Share (payable in cash) (“Price of Issue A”);
(ii) subject to § 4 of this resolution, every series B Subscription Warrant gives the right to acquire one Series G Share at an issue price of PLN 6.00 (six zlotys) per Series G Share (payable in cash) (“Price of Issue B”) (the Price of Issue A and the Price of Issue B are hereinafter referred to as the “Issue Price”).
3) Only holders of Subscription Warrants are authorised to acquire Series G Shares.
4) The Series G Shares shall be issued to the holders of the Subscription Warrants forthwith after:
(i) the submission of an appropriate representation in the form specified by the Company in accordance with Article 451 § 1 of the Code of Commercial Companies and
(ii) the payment of the Issue Price to cover the shares being acquired – whereby the payment term of the Issue Price is 10 (ten) days after the submission of the representation referred to above.
5) The deadline for exercising the right to acquire Series G Shares arising from the Series A Subscription Warrants passes on 31 December 2011.
6) The timing for exercising the right to acquire Series G Shares arising from the Series B Subscription Warrants starts on 2 January 2013 and passes on 29 November 2013.
§ 4.
[Correction of the issue price]
1) The Price of Issue B shall be corrected on the following principles:
(i) if, in the period starting on the date of this resolution, the Company issues new shares or issues or awards options, warrants or other rights to acquire or purchase any new shares without the exclusion of the subscription rights of the existing shareholders, for a price less than the market price weighted, as at the day on which the transaction is conducted on the shares, over a period of 3 months immediately before the date on which the resolution is adopted, setting the issue price of the newly issued shares (calculated on the same principles as for the purposes of calls to subscribe for the sale of shares, as referred to in the Act on the public offering, the conditions for introducing financial instruments into an organised trading system and on public companies of 29 July 2005), the Price of Issue B shall be reduced by an amount calculated in accordance with the following equation:
|
(A – B) x C |
|
D |
where:
A average market price weighted as at the date on which the share transaction is conducted, for a period of 3 months immediately before the date of the adoption of the resolution setting the issue price of the newly issued shares
B issue price per newly issued share
C number of newly issued shares
D total number of shares in the Company before the respective issue or award
In the case of issuing or awarding options, warrants or other rights to acquire or purchase any new shares, parameter B per share will be calculated as the sum of (i) the issue price of such options, warrants or other rights and (ii) the issue price of the shares acquired / purchased while exercising such options, warrants and other rights.
This correction shall apply on the date of the issue or award made.
(ii) if the Company makes any payments or distributions of equity (including the payment of dividends) to the shareholders in the period starting on the date of this resolution, the Price of Issue B shall be reduced by an amount calculated in the following manner:
|
A |
|
B |
where:
A amount of the equity distribution
B number of shares in the Company’s share capital authorising participation in the distribution of the equity.
2) In the case of any correction under this § 4, the Price of Issue B, which is the result of the calculations specified above, (i) shall be rounded to PLN 0.01 and (ii) under no circumstances shall it be lower than PLN 0.10 per share.
§ 5.
[Dematerialisation of the shares]
1) The Series G shares will be issued in dematerialised form.
2) The Series G Shares shall be admitted to trading on the regulated market of the Warsaw Stock Exchange.
§ 6.
[Justification of the resolution]
The need to adopt this resolution on the Conditional Increase in the Share Capital is related to the Company’s strategy, including the offering of the Company’s shares in the performance of obligations arising from the agreement concluded by the Company, COMSA S.A. (i.e. the Company’s majority shareholder) and a group of individual and institutional investors, which is in compliance with the Company’s long-term development plans.
§ 7.
[Authorisation of the Management Board]
The Extraordinary General Meeting hereby authorises and obligates the Company’s Management Board to:
(i) specify the form of representation which shall be submitted to the Company in order to exercise the Subscription Warrants in accordance with Article 451 § 1 of the Code of Commercial Companies;
(ii) perform all activities required for introducing Series G Shares into trading on the regulated market of the Warsaw Stock Exchange;
(iii) perform all activities required for dematerialising the Series G Shares, including the conclusion of an appropriate agreement with the National Depositary, Krajowy Depozyt Papierów Wartościowych S.A. for the registration of the Series G Shares.
§ 8.
[Entry of the resolution into force]
This Resolution shall enter into force on the date of its adoption and shall be submitted to the register of entrepreneurs of the National Court Register.
Resolution no. 4
of the Extraordinary General Meeting of
Trakcja Polska Spółka Akcyjna, with its registered office in Warsaw
(the "Company”)
of 19 January 2011
on the amendment of the Company’s Articles of Association
Pursuant to Article 430, § 1 of the Code of Commercial Companies, the Company’s Extraordinary General Meeting hereby adopts the following:
§ 1.
[Amendment to the Articles of Association]
In connection with Resolution no. 3 of the Extraordinary General Meeting held today on the conditional increase in the share capital by issuing ordinary, series B bearer shares with the exclusion of the subscription rights of the current shareholders, the Extraordinary General Meeting has decided to amend the Company’s Articles of Association such that a new Article 21a is added immediately after § 21 of the Company’s Articles of Association of the following wording.
Article 21a
1) The Company’s share capital has been conditionally increased by no more than PLN 11,916,000 (in words: eleven million, nine hundred and sixteen thousand zlotys) through an issue of 119,160,000 (in words: one hundred and nineteen million, one hundred and sixty thousand) ordinary, series G bearer shares, of a nominal value of PLN 0.10 (ten groszy) per share.
2) The objective of the conditional increase in the share capital is the award of the rights to acquire series G shares to the holders of series A and series B subscription warrants, issued under resolution no. 5 of the General Meeting of 19 January 2011.
3) The holders of series A subscription warrants are authorised to acquire series G shares up to 31 December 2011.
4) The holders of series B subscription warrants are authorised to acquire series G shares in the period from 2 January 2013 to 29 November 2013.
5) The Series G shares will be paid for with cash contributions.
§ 2.
[Consolidated text]
The Extraordinary General Meeting hereby authorises the Company’s Supervisory Board to prepare the consolidated text of the Company’s Articles of Association, which shall include the amendment referred to in § 1 of this resolution.
§ 3.
[Entry of the resolution into force]
This resolution enters into force on the date of its adoption, whereby the amendment to the Company’s Articles of Association referred to in § 1 of this resolution enters into force on the date of its registration in the register of entrepreneurs of the National Court Register.
Resolution no. 5
of the Extraordinary General Meeting of
Trakcja Polska Spółka Akcyjna, with its registered office in Warsaw
(the "Company”)
of 19 January 2011
on the issuance of subscription warrants with the exclusion of subscription rights for the current shareholders
Pursuant to Articles 393(5) and 453 § 2 and § 3 of the Code of Commercial Companies, the Company’s Extraordinary General Meeting hereby adopts the following:
§ 1.
[Issuance of subscription warrants]
1) The Company is hereby issuing 119,160,000 (in words: one hundred and nineteen million, one hundred and sixty thousand) registered subscription warrants (jointly “Subscription Warrants”), split into two series in the following manner:
(i) 72,000,000 (seventy-two million) Series A registered Subscription Warrants and
(ii) 47,160,000 (forty-seven million, one hundred and sixty thousand) Series B registered Subscription Warrants.
2) The Series A Subscription Warrants are being issued free of charge.
3) The Series B Subscription Warrants are being issued for a price with the issue price being PLN 0.10 (ten groszy) per Subscription Warrant.
§ 2.
[Exclusion of subscription rights]
1) The Company’s Management Board has presented an opinion to the Extraordinary General Meeting justifying the deprival of the Company’s current shareholders of the subscription rights to the Subscription Warrants in whole.
2) Having familiarised itself with this opinion, the Extraordinary General Meeting is depriving the Company’s current shareholders of the subscription rights to the Subscription Warrants in whole.
§ 3.
[Persons authorised to acquire subscription warrants]
The following entities and natural persons (hereinafter referred to as “Investors”) shall be authorised to acquire the Subscription Warrants.
(i) AB INVALDA, a company registered in accordance with the laws of the Republic of Lithuania, with its registered office at ul. Šeimyniškiř 1A, Vilnius, Lithuania, which is entered into the Register of Legal Persons of the Republic of Lithuania under the number 121304349 (or, instead of AB INVALDA, a 100% subsidiary of AB INVALDA, to which AB INVALDA has transferred all of AB INVALDA’s rights and duties arising from the Agreement referred to in § 6 of resolution 3 of the Extraordinary General Meeting of the date on which this resolution is adopted), is authorised to acquire 29,017,087 Series A Subscription Warrants and 19,006,192 Series B Subscription Warrants;
(ii) UAB NDX ENERGIJA, a company registered in accordance with the laws of the Republic of Lithuania, with its registered office at ul. Ozo 25, Vilnius, Lithuania, which is entered into the Register of Legal Persons of the Republic of Lithuania, under the number 126211233, is authorised to acquire 10,409,825 Series A Subscription Warrants and 6,818,435 Series B Subscription Warrants;
(iii) Mr. JONAS PILKAUSKAS, a resident of Lithuania, identification number 37410010291, domiciled at Valančiaus St. 4/9-8, Vilnius, Lithuania, is authorised to acquire 5,796,870 Series A Subscription Warrants and 3,630,705 Series B Subscription Warrants;
(iv) Mr. MINDAUGAS ANIULIS, a resident of Lithuania, identification number 36812100069, domiciled at A.Juozapavičiaus St. 3-69, Vilnius, Lithuania, is authorised to acquire 6,190,406 Series A Subscription Warrants and 4,375,056 Series B Subscription Warrants;
(v) Mr. NERIJUS EIDUKEVIČIUS, a resident of Lithuania, identification number 37007071304, domiciled at Kliniku 11-8, Vilnius, Lithuania, is authorised to acquire 3,007,751 Series A Subscription Warrants and 1,970,077 Series B Subscription Warrants;
(vi) Mr. ROMAS MATIUKAS, a resident of Lithuania, identification number 37106071324, domiciled at A.Juozapaviciaus St. 3-63, Vilnius, Lithuania, is authorised to acquire 2,840,486 Series A Subscription Warrants and 1,860,518 Series B Subscription Warrants;
(vii) Ms. VAIDA BALČIŰNIENË, a resident of Lithuania, identification number 47102210300, domiciled at Rato St. 12A-8, Vilnius, Lithuania, is authorised to acquire 7,891,244 Series A Subscription Warrants and 5,200,979 Series B Subscription Warrants;
(viii) Ms. IRENA ANGELË ČERNEVIČIŰTË, a resident of Lithuania, identification number 44801230074, domiciled at Rato St. 12A-4, Vilnius, Lithuania, is authorised to acquire 5,957,204 Series A Subscription Warrants and 3,440,584 Series B Subscription Warrants;
(ix) Mr. VIDMANTAS DRIZGA, a resident of Lithuania, identification number 37602190386, domiciled at Pylimëliř St. 26-11, Vilnius, Lithuania, is authorised to acquire 400,059 Series A Subscription Warrants and 857,454 Series B Subscription Warrants;
(x) Mr. ROMANAS ANIULIS, a resident of Lithuania, identification number 34201050216, domiciled at Gedimino St. 119-54, Kaišiadorys, Lithuania, is authorised to acquire 489,068 Series A Subscription Warrants and 4,375,056 Series B Subscription Warrants.
§ 4.
[Exercising the subscription warrants]
1) The Subscription Warrants may be exercised by their holders through the submission to the Company of a representation in a form which shall be prepared by the Company in accordance with Article 451 § 1 of the Code of Commercial Companies.
2) Every Subscription Warrant gives the right to acquire 1 (one) series G bearer share on the following terms and conditions:
(i) subject to § 5 of this resolution, every Series A Subscription Warrant gives the right to acquire one series G share at an issue price of PLN 4.56 (four zlotys and 56/100) per series G share (payable in cash) (“Price of Issue A”);
(ii) subject to § 5 of this resolution, every series B Subscription Warrant gives the right to acquire one series G share at an issue price of PLN 6.00 (six zlotys) per series G share (payable in cash) (“Price of Issue B”) (the Price of Issue A and the Price of Issue B are hereinafter referred to as the “Issue Price”).
3) The deadline for exercising the right to acquire Series G Shares arising from the Series A Subscription Warrants passes on 31 December 2011.
4) The timing for exercising the right to acquire Series G Shares arising from the Series B Subscription Warrants starts on 2 January 2013 and passes on 29 November 2013.
5) The Issue Price of the series G shares from exercising the respective Subscription Warrants shall be payable to the Company within 10 (ten) days of the date of submission of the representation referred to in § 4 point 1 above. To avoid doubts, the Issue Price of the Series B Subscription Warrants at the amount of PLN 0.10 (ten groszy), shall not be treated as payment of the Price of Issue B (i.e. making a contribution to pay for the series G shares in exercising the Series B Subscription Warrants requires the payment of PLN 6.00 (six zlotys) per series G share).
§ 5.
[Correction of the issue price]
1) The Price of Issue B shall be corrected on the following principles:
(i) if, in the period starting on the date of this resolution, the Company issues new shares or issues or awards options, warrants or other rights to acquire or purchase any new shares without the exclusion of the subscription rights of the existing shareholders, for a price less than the market price weighted, as at the day on which the transaction is conducted on the shares, over a period of 3 months immediately before the date on which the resolution is adopted setting the issue price of the newly issued shares (calculated on the same principles as for the purposes of calls to subscribe for the sale of shares, as referred to in the Act on the public offering, the conditions for introducing financial instruments into an organised trading system and on public companies of 29 July 2005), the Price of Issue B shall be reduced by an amount calculated in accordance with the following equation:
|
(A – B) x C |
|
D |
where:
A average market price weighted as at the date on which the share transaction is conducted, for a period of 3 months immediately before the date of the adoption of the resolution setting the issue price of the newly issued shares
B issue price per newly issued share
C number of newly issued shares
D total number of shares in the Company before the respective issue or award
In the case of issuing or awarding options, warrants or other rights to acquire or purchase any new shares, parameter B per share will be calculated as the sum of (i) the issue price of such options, warrants or other rights and (ii) the issue price of the shares acquired / purchased while exercising such options, warrants and other rights.
This correction shall apply on the date of the issue or award made.
(ii) if the Company makes any payments or distributions of equity (including the payment of dividends) to the shareholders in the period starting on the date of this resolution, the Price of Issue B shall be reduced by an amount calculated in the following manner:
|
A |
|
B |
where:
A amount of the equity distribution
B number of shares in the Company’s share capital authorising participation in the distribution of the equity.
2) In the case of any correction under this § 4, the Price of Issue B, which is the result of the calculations specified above, (i) shall be rounded to PLN 0.01 and (ii) under no circumstances shall it be lower than PLN 0.10 per share.
§ 6.
[Disposal of subscription warrants]
1) Series B Subscription Warrants are disposable, although Series A Subscription Warrants are not disposable.
2) The disposal of Series B Subscription Warrants does not require the notification or consent of the Company. The persons to whom the Series B Subscription Warrants are to be sold shall be authorised to exercise the Series B Subscription Warrants on the same terms and conditions as the Investors.
§ 7.
[Cancellation of subscription warrants]
1) Series A Subscription Warrants which are not exercised before 1 January 2012 shall be cancelled automatically.
2) Series B Subscription Warrants which are not exercised before 30 November 2013 shall be cancelled automatically.
3) The holders of the cancelled Subscription Warrants shall not be entitled to any compensation for the cancellation.
4) The Company’s Management Board shall adopt an appropriate resolution to confirm the date of cancellation and the number of Subscription Warrants which are to be cancelled.
§ 8.
[Sales option and contractual offset]
1) The Extraordinary General Meeting hereby confirms its intention and authorises the Management Board to conduct all the necessary activities to ensure that the Company’s claim for the payment of the Price of Issue B arising from exercising the Series B Subscription Warrants may be offset against the claims of the Investors (or holders of Series B Subscription Warrants at the time they are exercised) for payment for bonds which are to be issued by the Company and acquired by the Investors at a total quantity of 292,500 (two hundred and ninety-two thousand, five hundred) series A bearer bonds in dematerialised form of a nominal value of PLN 1,000 (one thousand zlotys) per bond (“Bonds”).
2) For this purpose, the Extraordinary General Meeting hereby authorises the Management Board to conduct all activities and to submit all representations, including awarding an appropriate option for the sale of the Bonds, equally as a part of the documentation of the Series B Subscription Warrants and in separate agreements, which may prove necessary to perform the above offsets, in particular, taking into account the Series B Subscription Warrants and the Bond redemption date. The sales option referred to above may only be exercised simultaneously with exercising the Series B Subscription Warrants.
3) The Extraordinary General Meeting hereby grants authorisation to include an additional representation related to exercising the sales option referred to above in the representation which is to be prepared by the Company in accordance with Article 451 § 1 of the Code of Commercial Companies.
§ 9.
[Entry of the resolution into force]
This Resolution enters into force at the time of registration in the register of entrepreneurs of the National Court Register of (1) the conditional increase in share capital adopted by Resolution no. 3 of the Company’s Extraordinary General Meeting of today on the conditional increase in the share capital through the issuance of new series G bearer shares with the exclusion of the subscription rights of the current shareholders and (ii) the amendment of the Company’s Articles of Association adopted by Resolution no. 4 of the Company’s Extraordinary General Meeting of today.
Resolution no. 6
of the Extraordinary General Meeting of
Trakcja Polska Spółka Akcyjna, with its registered office in Warsaw
(the "Company”)
of 19 January 2011
on the amendment of the Company’s Articles of Association
Pursuant to Article 430, § 1 of the Code of Commercial Companies, the Company’s Extraordinary General Meeting hereby adopts the following:
§ 1.
[Amendment to the Articles of Association]
The Extraordinary General Meeting hereby adopts the amendment to the Company’s Articles of Association such that the current § 11 becomes § 11, point 1 and a new point 2 of the following wording is added immediately after it:
Article 11
2. Resolutions on the dismissal or suspension of members of the Supervisory Board from the fulfilment of their duties require a 2/3 (two thirds) majority of votes cast.
§ 2.
[Consolidated text]
The Extraordinary General Meeting hereby authorises the Company’s Supervisory Board to prepare the consolidated text of the Company’s Articles of association, which shall include the amendment referred to in § 1 of this Resolution.
§ 3.
[Entry of the resolution into force]
This Resolution enters into force on the date of its adoption, whereby the amendment to the Articles of Association referred to in § 1 enters into force on the date of registration in the register of entrepreneurs of the National Court Register.
Resolution no. 7
of the Extraordinary General Meeting of
Trakcja Polska Spółka Akcyjna, with its registered office in Warsaw
(the "Company”)
of 19 January 2011
on the consent to the establishment of pledges on the Company’s shares
Pursuant to Article 362, § 3 of the Code of Commercial Companies, the Company’s Extraordinary General Meeting hereby adopts the following:
§ 1.
[Consent to the establishment of pledges]
1) In order to establish security on the Company’s claims with respect to AB INVALDA, a company with its registered office in Vilnius, Lithuania, UAB NDX ENERGIJA, a company with its registered office in Vilnius, Lithuania, Mr. Jonas Pilkauskas, Mr. Mindaugas Aniulis, Mr. Nerijusa Eidukevičius, Mr. Romas Matiukas, Ms. Vaida Balčiűnienë, Ms. Irena Angelë Černevičiűtë, Mr. Vidmantas Drizga, Mr. Romanas Aniulis (hereinafter: “Investors”), the Extraordinary General Meeting hereby expresses consent to the establishment of an ordinary pledge and a registered pledge on the series G shares issued in the Company’s share capital, which shall be acquired by the Investors as a part of them exercising the rights of the Investors arising from the series A subscription warrants issued by the Company under resolution no. 3 of 19 January 2011 on the conditional increase in the share capital through the issuance of new series G bearer shares, with the exclusion of the subscription rights of the current shareholders (hereinafter: “Company’s Shares”), on the terms and conditions and in the manner specified in this resolution.
2) The ordinary pledge and the registered pledge on the Company’s Shares shall be established on the following terms and conditions:
(i) the number of the Company’s Shares pledged shall not exceed a total of 22,000,000 (twenty-two million) shares during the period of the authorisation;
(ii) the ordinary pledge and the registered pledge shall be established for a period of no longer than [5 years from the date of this resolution];
(iii) the ordinary pledge on the Company’s Shares shall be established until the date of registration of the registered pledge on the Company’s Shares;
(iv) the above pledges shall not have an impact on the shareholders exercising voting rights or the right to the dividend on the pledged Shares in the Company.
3) The Extraordinary General Meeting hereby authorises the Management Board to perform all the activities and to submit all representations which may prove necessary to establish the ordinary pledge and the registered pledge on the Company’s Shares in accordance with the wording of this resolution, including the conclusion and performance of the agreement or the pledge agreements, and to perform all the activities required for establishing a restriction on the shares on the respective securities account. The Management Board is authorised to specify the details of the ordinary pledge and the registered pledge on the Company’s Shares within the limits of the authorisation granted in this resolution, which prove necessary for fulfilling this authorisation.
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