43/2010 - Proposed amendments to the Company?s Articles of Association

In connection with current report no. 41/2010 of 15 December 2010 and the planned amendment to the Company’s Articles of Association, the Management Board of Trakcja Polska Spółka Akcyjna, with its registered office in Warsaw (hereinafter: “Company”) is hereby announcing the wording of the proposed amendments to the Company’s Articles of Association. The proposed amendments to the Articles of Association are as follows:

 

 

 

1.     the addition of Article 21a to 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 in whole by cash contributions.”

2.     the amendment of Article 11 of the Company’s Articles of Association, the current wording of which is as follows: 

“Article 11

Unless the applicable regulations or provisions of these Articles of Association provide otherwise, resolutions of the General Meeting shall be adopted by an absolute majority of votes cast, whereby resolutions on the redemption of shares shall be adopted with a 3/4 (three quarters) majority of votes cast.”

the wording of Article 11 after the proposed amendment is as follows: 

“Article 11

1.     Unless the applicable regulations or provisions of these Articles of Association provide otherwise, resolutions of the General Meeting shall be adopted by an absolute majority of votes cast, whereby resolutions on the redemption of shares shall be adopted with a 3/4 (three quarters) majority of votes cast.

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.”

 

 

Legal grounds:

§ 38(1)(2) of the Regulation of the Minister of Finance of 19 February 2009 on current and regular information published by issuers of securities and the conditions for accepting information required by the provisions of the law of a state which is not a Member State as being equivalent.

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