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67/2012 - Draft resolutions of the Extraordinary General Meeting of Shareholders

The Management Board of Trakcja-Tiltra Spółka Akcyjna with its registered office in Warsaw (hereinafter referred to as: the “Company”), in conjunction with the current report no 66/2012 of 16 November 2012, announces the draft resolutions that will be discussed at the Extraordinary General Meeting convened as at 12 December 2012. The proposed resolutions are as follows:

Ad. 1. of the agenda:

Resolution No [*]

of the Extraordinary General Meeting of Shareholders

of TRAKCJA - TILTRA Spółka Akcyjna

with its registered office in Warsaw

of 12 December 2012

on the election of the Chairman of the Extraordinary General Meeting of Shareholders

“§1

Pursuant to Article 409 § 1 of the Commercial Companies Code, the Extraordinary General Meeting decides to elect ______________ as Chairperson of the Ordinary General Meeting.

§2

The Resolution shall be effective on the day of its adoption.”

Ad. 3 of the agenda:

Resolution No [*]

of the Extraordinary General Meeting of Shareholders

of TRAKCJA - TILTRA Spółka Akcyjna

with its registered office in Warsaw

of 12 December 2012

on approval of the meeting agenda of the Extraordinary General Meeting of Shareholders

“§1

The Extraordinary General Meeting of the Company adopts the following agenda of the General Meeting of Shareholders of the Company:

Opening of the Extraordinary General Meeting and adoption of the resolution on election of the Chairperson.
Validation of convening the Extraordinary General Meeting and its ability to adopt resolutions, checking the attendance list.
Adopting the resolution on the agenda of the meeting;
Adopting the resolution concerning amendments of the Company’s business name and to the Company’s Articles of Association.
Adopting the resolution concerning issue of the bonds, including bonds convertible into series H shares.
Adopting the resolution concerning the conditional share capital increase, excluding the preemptive rights of the existing shareholders and amending the Company’s Articles of Association.
Closing the Extraordinary General Meeting of Shareholders.

§2

The Resolution shall be effective on the day of its adoption.”

Ad. 4 of the agenda:

Resolution No [•]

of the Extraordinary General Meeting of Shareholders

of TRAKCJA-TILTRA Spółka Akcyjna with its registered office in Warsaw

of 12 December 2012

concerning amendments of the Company’s business name and to the Company’s Articles of Association.

§1

The Extraordinary General Meeting pursuant to Article. 430 § 1 of the Act of 15 September 2000 - the Commercial Companies Code in conjunction with Article 11, paragraph 10 of the Company’s Articles of Association amends Article 1 of the Company’s Articles of Association of, which shall read as follows:

“Article 1

The Company’s business name shall be: Trakcja Spółka Akcyjna. The Company may use the following abbreviated business name: Trakcja S.A. The Company is entitled to use a distinguishing graphic sign.

§2

“Pursuant to Article 430 § 5 of the Commercial Companies Code, the Extraordinary General Meeting of Shareholders authorizes the Supervisory Board of the Company for the preparation of the consolidated text of the Company’s Articles of Association, taking into account the above changes.

§3

The resolution shall be effective on the day of registration of the amendments to the Company’s Articles of Association by the registry court.”

Ad. 5 of the agenda:

Resolution No [•]

of the Extraordinary General Meeting of Shareholders

of TRAKCJA-TILTRA Spółka Akcyjna with its registered office in Warsaw

of 12 December 2012

concerning issue of the bonds, including the bonds convertible into Series H shares.

Pursuant to Article 393, point 5 of the Act of 15 September 2000 - the Commercial Companies Code, Articles 20 and 23 of the Act of 29 June 1995 on bonds and Article 25 of the Articles of Association of TRAKCJA-TILTRA Spółka Akcyjna (the “Company”) it is resolved as follows:

§1

The Company shall issue unsecured bearer bonds (the “Bonds”) convertible into the ordinary bearer Series H shares issued by the Company.
The aggregate par value of the Bonds shall not exceed PLN 150,000,000 (one hundred fifty million).
The value of the share capital increase through the issue of Bonds convertible into shares shall not exceed PLN 20,000,000 (twenty million)
The bonds shall be offered in one of the following ways, as defined by the Management Board in the conditions of the issue of the Bonds:
1. in the form of an offer of the Bonds addressed to no more than 99 (in words: ninety-nine) individually appointed recipients, in accordance with Article 9, point 3 of the Act on Bonds, or
2. in the form of an offer of the Bonds addressed to any number of investors, with a total issue price offered to each of the investors may not be lower than EUR 100,000 (one hundred thousand) on the day of determining the issue price of the Bonds, in accordance with Article 9, point 1 of the Act on Bonds.
The Management Board of the Company by resolution adopted prior to the subscription of the Bonds shall be entitled to determine the conditions of issue of the Bonds that are not listed herein, in particular the way in which the issued Bonds shall be allocated to each series and the maximum number of Bonds in a given series, the total number of Bonds, the nominal value of a Bond, the issue price, the purpose of the issue (if any), the interest rate, the terms and rules of payment of the Bonds, the maturities of individual series, but none of the series may have the maturity after 31 December 2017, and other conditions of the issue and thresholds of the Bonds coming to the effect (if any). Accordingly, the Management Board of the Company shall be authorized to specify the conditions of issue of the Bonds and the Series H shares not included herein, as well as to allocate the Bonds, and the setting out of the conditions and the final allocation of the Bonds shall require the prior consent of the Supervisory Board.
The Management Board may in the resolution specifying the conditions of the Bonds provide for, inter alia, the possibility of early redemption of the Bonds and the cases in which the Company shall be obliged or entitled to early redemption of the Bonds and to determine financial benefits associated with the early redemption of the Bonds or the manner of their calculation.
The Management Board shall be authorized to establish rules for the allocation of the Bonds and to select and conduct negotiations with the selected investors to subscribe for the Bonds.
The Bonds will be issued after the payment in full. The day of issue of the Bonds may not be earlier than the date of entry into the register of entrepreneurs of the Company's share capital increase in the authorized capital.
The Bond holders shall be entitled, at their option, to:
1. convert the Bonds into Series H shares during the period of conversion; or
2. redeem the Bonds at maturity.

10. The bonds shall be redeemed by the payment, on the acquisition day, a cash amount, par value plus accrued interest.

11. The Holder of Bonds shall have the right to convert the Bonds into Series H shares issued under the conditional share capital increase of the Company, under the following terms:

Number of the Series H shares granted in exchange for one Bond shall be equal to the quotient rounded down of the par value of the bonds and the conversion price of the Series H shares issued in exchange for the Bonds.
The minimum conversion price of the Series H shares issued in exchange for the Bonds shall be determined in such a way that for every PLN 1 par value of the Bonds more than PLN 1 par value of Series H shares shall be granted. Subject to maintaining the minimum conversion price, the Management Board shall be authorized to determine the conversion price or to define the precise method of determining the conversion price of the Series H shares issued in exchange for the bonds, in the resolution specifying the conditions of the issue of the Bonds, and determining the conversion price or specifying in detail how determining thereof will need to be approved by the Supervisory Board. The resolution of the Supervisory Board on the approval of the conditions of the issue shall require a majority vote in favor, and a vote for adopting the resolution must be cast by at least one independent member of the Supervisory Board, otherwise the resolution shall be considered null and void.
The terms (including the period in which it is possible exercising the right of conversion of the Bonds into shares) and detailed conditions for the conversion of the Bonds into the Series H shares shall be determined by the Management Board in the resolution setting out the conditions of the issue of the Bonds.
The Conversion of the Bonds into the Series H shares shall be performed on the basis of written statements of the holders of the Bonds. The Management Board shall report to the registry court the share capital increase, in accordance with Article 452 of the Act of 15 September 2000 - the Commercial Companies Code. The deadline for submission of the statements, referred to in the preceding sentence, shall be determined by the Management Board in a resolution setting out the conditions of the issue of the Bonds.

12. The Company shall have the right to convert the Bonds held by the bondholders into the Series H shares of the Company, at its sole discretion, to pre-determined dates. The detailed conditions for the conversion of the Bonds into Series H shares, at the discretion of the Company, shall be adopted in a resolution of the Management Board of the Company, specifying the conditions of the Bonds issue.

13. In the case of a determination by the Management Board that the Bonds are to be dematerialized, in accordance with the provisions of the Act of 29 July 2005 on trading in financial instruments and in accordance with the Act of 29 June 1995 on bonds, it is agreed to the dematerialization of the Bonds and the Management Board is authorized to take all necessary measures in order to dematerialize the Bonds, including, but not limited to the conclusion of the agreement of registration of securities on deposit with Krajowy Depozyt Papierów Wartościowych S.A (the National Securities Depository for Securities) ("NDS") or with any other entity, to which NDS has delegated activities in this area.

§2

In the interest of the Company, the Company's existing shareholders preemptive rights shall be excluded in relation to the Bonds. The Extraordinary General Meeting of Shareholders of the Company acknowledges the written opinion of the Management Board, as attached hereto, justifying the reasons for excluding the shareholders preemptive rights in relation to the Bonds.
The Bonds issue is one of the ways through which the Company seeks to change the structure, extend the maturity and reduce the Company's debt. The Bonds issue shall provide the holders of the Bonds with the opportunity to convert their Bonds into the share capital, which will reduce future indebtedness of the Company. As a result of the issue of the Bonds and the accompanying increase in share capital, the Company will strengthen its capital position and should increase the availability of bank financing. Whereas: the parties potentially interested in acquiring the Bonds are not necessarily the Shareholders of the Company, exclusion of their preemptive rights is reasonable to maximize the efficiency of the Bond issue.

§3

The resolution shall be effective upon registration of the Resolution No. [ ] of 12 December 2012 on the conditional share capital increase, excluding the preemptive rights of the existing shareholders and concerning the amendment of the Articles of Association of the Company.

Ad. 6 of the agenda:

Resolution No [•]

of the Extraordinary General Meeting of Shareholders

of TRAKCJA-TILTRA Spółka Akcyjna with its registered office in Warsaw

of 12 December 2012

concerning the conditional share capital increase, excluding the preemptive rights of the existing shareholders and the amendment of the Company’s Articles of Association.

Acting pursuant to Articles 430 - 433 and 448 - 454 of the Act of 15 September 2000 - the Commercial Companies Code, it is resolved as follows:

§1

In order to grant rights to subscribe for the Series H shares of the Company to the holders of bonds convertible into the Series H shares of the Company (the "Bonds"), issued pursuant to the Resolution No. [ ] of TRAKCJA-TILTRA Spółka Akcyjna (the "Company") of [ ] December 2012 concerning the issue of the bonds convertible into the series H shares the share capital shall be conditionally increased by an amount not greater than PLN 20,000,000 (twenty million) through the issue of up to 200,000,000 (two hundred million) Series H ordinary bearer shares with a par value of PLN 0,10 (zero point ten) each.
The share capital increase through the issuance of the Series H shares, shall be performed either upon exercise by a holder of the Bonds of its right to acquire the Series H shares or upon exercise by the Company of its right to convert the Bonds into the Series H shares. Both cases of the share capital increase shall be determined in this Resolution and the conditions of the Bonds issue.
The right to acquire the Series H shares, granted to the Bondholders, may be exercised within a deadline of the conversion, but not later than until 31 December 2017.
The Company shall have the right to convert the Bonds into Series H shares on the dates adopted in the resolution of the Management Board of the Company, setting out the conditions of the issue of the Bonds.
The issue price of the Series H shares shall be equal to the conversion price of the Bonds as determined in accordance with the principles set out herein and the conditions of the issue of the Bonds and will be determined by the Management Board upon the consent of the Supervisory Board as expressed in a resolution adopted by a majority of votes, and at least one independent member of the Supervisory Board must vote for adoption of the resolution.
The Series H Shares shall participate in the dividend under the following conditions:

The Series H Shares acquired until the record date determined in the resolution of the General Meeting of Shareholders concerning the distribution of profits shall participate in the payments of dividend from the profit of the previous financial year, i.e. from 1 January of the financial year immediately preceding the year in which the shares were acquired,
The Series H Shares issued on the day falling after the record date determined in the resolution of the General Meeting of Shareholders concerning the distribution of profits shall participate in the payments of dividend from the profit of the previous financial year in which the shares were acquired, i.e. from 1 January of that financial year,

The Management Board is authorized to take any action related to the issuance and allotment of the Series H shares to the holders of the Bonds who have made statements about the conversion of the Bonds into Series H shares, in particular, the Management Board is authorized, if necessary, to enter into an agreement with a selected financial institution under which that institution will perform selected activities associated with the issue, subscription and registration of the Series H shares in Krajowy Depozyt Papierów Wartościowych S.A. (the National Depository for Securities) ("NDS"), or the entity to which NDS has delegated activities in this field, and their admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange in Warsaw ("WSE").
The Extraordinary General Meeting of Shareholders resolves to apply for the admission and the introduction of the Series H shares to trading on the regulated market operated by the Warsaw Stock Exchange, and decides that the Series H shares will be dematerialized.
The Management Board of the Company is authorized and obligated to take all actions necessary to implement this resolution, including the submission of relevant applications or notifications to the Financial Supervisory Authority, applying for admission of the Series H shares to trading on the regulated market, registration of the Series H shares in the NDS or any other entity to which NDS entrusted the tasks in this regard, and applying for the introduction of the Series H shares to trading on the regulated market of WSE.

§ 2

In the interest of the Company excludes the Company's existing shareholders preemptive rights to the Series H shares to be issued pursuant hereto. It is acknowledged the written opinion of the Management Board justifying the exclusion of the preemptive rights of the Series H shares to be issued pursuant hereto.
The bonds issue is one of the ways through which the company seeks to change the structure, extend the maturity and reduce the Company's debt. The Bonds Issue shall ensure the holders of the Bonds the opportunity to convert their Bonds into the Company’s share capital, which will reduce the future indebtedness of the Company. Following the issue of the Bonds and the increase of the share capital, the Company will strengthen its capital structure and ensure the availability of bank financing at the appropriate level. Whereas: the parties potentially interested in acquiring the Bonds are not necessarily the Shareholders of the Company, exclusion of their preemptive rights is reasonable to maximize the efficiency of the Bond issue.

§ 3

In connection with the conditional share capital increase performed in accordance herewith the Extraordinary General Meeting of Shareholders decides to add Article 21a to the Company’s Articles of Association that shall read as follows:

“Article 21a

1. The conditional Share Capital of the Company shall amount to no more than PLN 20,000,000 (twenty million) and shall be divided into no more than:

PLN 200,000,000 (two hundred million) of the ordinary bearer shares with a par value of PLN 0.10 (zero pint ten) per share;
The purpose of the conditional share capital increase, referred to in Article 21a Paragraph 1 a) is to grant rights to subscribe for the Series H shares to the holders of bonds convertible into shares issued by the Company pursuant to the Resolution No. [ ] of the Extraordinary General Meeting of Shareholders of 12 December 2012.
The holders of convertible bonds issued by the Company pursuant to the Resolution No. [ ] of the Extraordinary General Meeting of Shareholders of 12 December 2012 shall be entitled to subscribe for Series H shares according to the principles laid down in the conditions of the bond issue, while the maturity of redemption of any of the series of bonds may not fall after 31 December 2017.

§4

§5

The resolution shall be effective on the day of registration of the resolution by the registry court.”

Legal basis:

§ 38 paragraph 1, point 3 of the Regulation of the Minister of Finance dated 19 February 2009 on the current and periodic disclosures to be made by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state.

Ad. 1. of the agenda:

Resolution No [*]

of the Extraordinary General Meeting of Shareholders

of TRAKCJA - TILTRA Spółka Akcyjna

with its registered office in Warsaw

of 12 December 2012

on the election of the Chairman of the Extraordinary General Meeting of Shareholders

“§1

Pursuant to Article 409 § 1 of the Commercial Companies Code, the Extraordinary General Meeting decides to elect ______________ as Chairperson of the Ordinary General Meeting.

§2

The Resolution shall be effective on the day of its adoption.”

Ad. 3 of the agenda:

Resolution No [*]

of the Extraordinary General Meeting of Shareholders

of TRAKCJA - TILTRA Spółka Akcyjna

with its registered office in Warsaw

of 12 December 2012

on approval of the meeting agenda of the Extraordinary General Meeting of Shareholders

“§1

The Extraordinary General Meeting of the Company adopts the following agenda of the General Meeting of Shareholders of the Company:

Opening of the Extraordinary General Meeting and adoption of the resolution on election of the Chairperson.
Validation of convening the Extraordinary General Meeting and its ability to adopt resolutions, checking the attendance list.
Adopting the resolution on the agenda of the meeting;
Adopting the resolution concerning amendments of the Company’s business name and to the Company’s Articles of Association.
Adopting the resolution concerning issue of the bonds, including bonds convertible into series H shares.
Adopting the resolution concerning the conditional share capital increase, excluding the preemptive rights of the existing shareholders and amending the Company’s Articles of Association.
Closing the Extraordinary General Meeting of Shareholders.

§2

The Resolution shall be effective on the day of its adoption.”

Ad. 4 of the agenda:

Resolution No [•]

of the Extraordinary General Meeting of Shareholders

of TRAKCJA-TILTRA Spółka Akcyjna with its registered office in Warsaw

of 12 December 2012

concerning amendments of the Company’s business name and to the Company’s Articles of Association.

§1

“Article 1

§2

§3

The resolution shall be effective on the day of registration of the amendments to the Company’s Articles of Association by the registry court.”

Ad. 5 of the agenda:

Resolution No [•]

of the Extraordinary General Meeting of Shareholders

of TRAKCJA-TILTRA Spółka Akcyjna with its registered office in Warsaw

of 12 December 2012

concerning issue of the bonds, including the bonds convertible into Series H shares.

§1

The Company shall issue unsecured bearer bonds (the “Bonds”) convertible into the ordinary bearer Series H shares issued by the Company.
The aggregate par value of the Bonds shall not exceed PLN 150,000,000 (one hundred fifty million).
The value of the share capital increase through the issue of Bonds convertible into shares shall not exceed PLN 20,000,000 (twenty million)
The bonds shall be offered in one of the following ways, as defined by the Management Board in the conditions of the issue of the Bonds:
1. in the form of an offer of the Bonds addressed to no more than 99 (in words: ninety-nine) individually appointed recipients, in accordance with Article 9, point 3 of the Act on Bonds, or
2. in the form of an offer of the Bonds addressed to any number of investors, with a total issue price offered to each of the investors may not be lower than EUR 100,000 (one hundred thousand) on the day of determining the issue price of the Bonds, in accordance with Article 9, point 1 of the Act on Bonds.
The Management Board of the Company by resolution adopted prior to the subscription of the Bonds shall be entitled to determine the conditions of issue of the Bonds that are not listed herein, in particular the way in which the issued Bonds shall be allocated to each series and the maximum number of Bonds in a given series, the total number of Bonds, the nominal value of a Bond, the issue price, the purpose of the issue (if any), the interest rate, the terms and rules of payment of the Bonds, the maturities of individual series, but none of the series may have the maturity after 31 December 2017, and other conditions of the issue and thresholds of the Bonds coming to the effect (if any). Accordingly, the Management Board of the Company shall be authorized to specify the conditions of issue of the Bonds and the Series H shares not included herein, as well as to allocate the Bonds, and the setting out of the conditions and the final allocation of the Bonds shall require the prior consent of the Supervisory Board.
The Management Board may in the resolution specifying the conditions of the Bonds provide for, inter alia, the possibility of early redemption of the Bonds and the cases in which the Company shall be obliged or entitled to early redemption of the Bonds and to determine financial benefits associated with the early redemption of the Bonds or the manner of their calculation.
The Management Board shall be authorized to establish rules for the allocation of the Bonds and to select and conduct negotiations with the selected investors to subscribe for the Bonds.
The Bonds will be issued after the payment in full. The day of issue of the Bonds may not be earlier than the date of entry into the register of entrepreneurs of the Company's share capital increase in the authorized capital.
The Bond holders shall be entitled, at their option, to:
1. convert the Bonds into Series H shares during the period of conversion; or
2. redeem the Bonds at maturity.

10. The bonds shall be redeemed by the payment, on the acquisition day, a cash amount, par value plus accrued interest.

11. The Holder of Bonds shall have the right to convert the Bonds into Series H shares issued under the conditional share capital increase of the Company, under the following terms:

Number of the Series H shares granted in exchange for one Bond shall be equal to the quotient rounded down of the par value of the bonds and the conversion price of the Series H shares issued in exchange for the Bonds.
The minimum conversion price of the Series H shares issued in exchange for the Bonds shall be determined in such a way that for every PLN 1 par value of the Bonds more than PLN 1 par value of Series H shares shall be granted. Subject to maintaining the minimum conversion price, the Management Board shall be authorized to determine the conversion price or to define the precise method of determining the conversion price of the Series H shares issued in exchange for the bonds, in the resolution specifying the conditions of the issue of the Bonds, and determining the conversion price or specifying in detail how determining thereof will need to be approved by the Supervisory Board. The resolution of the Supervisory Board on the approval of the conditions of the issue shall require a majority vote in favor, and a vote for adopting the resolution must be cast by at least one independent member of the Supervisory Board, otherwise the resolution shall be considered null and void.
The terms (including the period in which it is possible exercising the right of conversion of the Bonds into shares) and detailed conditions for the conversion of the Bonds into the Series H shares shall be determined by the Management Board in the resolution setting out the conditions of the issue of the Bonds.
The Conversion of the Bonds into the Series H shares shall be performed on the basis of written statements of the holders of the Bonds. The Management Board shall report to the registry court the share capital increase, in accordance with Article 452 of the Act of 15 September 2000 - the Commercial Companies Code. The deadline for submission of the statements, referred to in the preceding sentence, shall be determined by the Management Board in a resolution setting out the conditions of the issue of the Bonds.

§2

In the interest of the Company, the Company's existing shareholders preemptive rights shall be excluded in relation to the Bonds. The Extraordinary General Meeting of Shareholders of the Company acknowledges the written opinion of the Management Board, as attached hereto, justifying the reasons for excluding the shareholders preemptive rights in relation to the Bonds.
The Bonds issue is one of the ways through which the Company seeks to change the structure, extend the maturity and reduce the Company's debt. The Bonds issue shall provide the holders of the Bonds with the opportunity to convert their Bonds into the share capital, which will reduce future indebtedness of the Company. As a result of the issue of the Bonds and the accompanying increase in share capital, the Company will strengthen its capital position and should increase the availability of bank financing. Whereas: the parties potentially interested in acquiring the Bonds are not necessarily the Shareholders of the Company, exclusion of their preemptive rights is reasonable to maximize the efficiency of the Bond issue.

§3

Ad. 6 of the agenda:

Resolution No [•]

of the Extraordinary General Meeting of Shareholders

of TRAKCJA-TILTRA Spółka Akcyjna with its registered office in Warsaw

of 12 December 2012

concerning the conditional share capital increase, excluding the preemptive rights of the existing shareholders and the amendment of the Company’s Articles of Association.

Acting pursuant to Articles 430 - 433 and 448 - 454 of the Act of 15 September 2000 - the Commercial Companies Code, it is resolved as follows:

§1

In order to grant rights to subscribe for the Series H shares of the Company to the holders of bonds convertible into the Series H shares of the Company (the "Bonds"), issued pursuant to the Resolution No. [ ] of TRAKCJA-TILTRA Spółka Akcyjna (the "Company") of [ ] December 2012 concerning the issue of the bonds convertible into the series H shares the share capital shall be conditionally increased by an amount not greater than PLN 20,000,000 (twenty million) through the issue of up to 200,000,000 (two hundred million) Series H ordinary bearer shares with a par value of PLN 0,10 (zero point ten) each.
The share capital increase through the issuance of the Series H shares, shall be performed either upon exercise by a holder of the Bonds of its right to acquire the Series H shares or upon exercise by the Company of its right to convert the Bonds into the Series H shares. Both cases of the share capital increase shall be determined in this Resolution and the conditions of the Bonds issue.
The right to acquire the Series H shares, granted to the Bondholders, may be exercised within a deadline of the conversion, but not later than until 31 December 2017.
The Company shall have the right to convert the Bonds into Series H shares on the dates adopted in the resolution of the Management Board of the Company, setting out the conditions of the issue of the Bonds.
The issue price of the Series H shares shall be equal to the conversion price of the Bonds as determined in accordance with the principles set out herein and the conditions of the issue of the Bonds and will be determined by the Management Board upon the consent of the Supervisory Board as expressed in a resolution adopted by a majority of votes, and at least one independent member of the Supervisory Board must vote for adoption of the resolution.
The Series H Shares shall participate in the dividend under the following conditions:

The Series H Shares acquired until the record date determined in the resolution of the General Meeting of Shareholders concerning the distribution of profits shall participate in the payments of dividend from the profit of the previous financial year, i.e. from 1 January of the financial year immediately preceding the year in which the shares were acquired,
The Series H Shares issued on the day falling after the record date determined in the resolution of the General Meeting of Shareholders concerning the distribution of profits shall participate in the payments of dividend from the profit of the previous financial year in which the shares were acquired, i.e. from 1 January of that financial year,

The Management Board is authorized to take any action related to the issuance and allotment of the Series H shares to the holders of the Bonds who have made statements about the conversion of the Bonds into Series H shares, in particular, the Management Board is authorized, if necessary, to enter into an agreement with a selected financial institution under which that institution will perform selected activities associated with the issue, subscription and registration of the Series H shares in Krajowy Depozyt Papierów Wartościowych S.A. (the National Depository for Securities) ("NDS"), or the entity to which NDS has delegated activities in this field, and their admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange in Warsaw ("WSE").
The Extraordinary General Meeting of Shareholders resolves to apply for the admission and the introduction of the Series H shares to trading on the regulated market operated by the Warsaw Stock Exchange, and decides that the Series H shares will be dematerialized.
The Management Board of the Company is authorized and obligated to take all actions necessary to implement this resolution, including the submission of relevant applications or notifications to the Financial Supervisory Authority, applying for admission of the Series H shares to trading on the regulated market, registration of the Series H shares in the NDS or any other entity to which NDS entrusted the tasks in this regard, and applying for the introduction of the Series H shares to trading on the regulated market of WSE.

§ 2

In the interest of the Company excludes the Company's existing shareholders preemptive rights to the Series H shares to be issued pursuant hereto. It is acknowledged the written opinion of the Management Board justifying the exclusion of the preemptive rights of the Series H shares to be issued pursuant hereto.
The bonds issue is one of the ways through which the company seeks to change the structure, extend the maturity and reduce the Company's debt. The Bonds Issue shall ensure the holders of the Bonds the opportunity to convert their Bonds into the Company’s share capital, which will reduce the future indebtedness of the Company. Following the issue of the Bonds and the increase of the share capital, the Company will strengthen its capital structure and ensure the availability of bank financing at the appropriate level. Whereas: the parties potentially interested in acquiring the Bonds are not necessarily the Shareholders of the Company, exclusion of their preemptive rights is reasonable to maximize the efficiency of the Bond issue.

§ 3

“Article 21a

1. The conditional Share Capital of the Company shall amount to no more than PLN 20,000,000 (twenty million) and shall be divided into no more than:

PLN 200,000,000 (two hundred million) of the ordinary bearer shares with a par value of PLN 0.10 (zero pint ten) per share;
The purpose of the conditional share capital increase, referred to in Article 21a Paragraph 1 a) is to grant rights to subscribe for the Series H shares to the holders of bonds convertible into shares issued by the Company pursuant to the Resolution No. [ ] of the Extraordinary General Meeting of Shareholders of 12 December 2012.
The holders of convertible bonds issued by the Company pursuant to the Resolution No. [ ] of the Extraordinary General Meeting of Shareholders of 12 December 2012 shall be entitled to subscribe for Series H shares according to the principles laid down in the conditions of the bond issue, while the maturity of redemption of any of the series of bonds may not fall after 31 December 2017.

§4

§5

The resolution shall be effective on the day of registration of the resolution by the registry court.”

Legal basis:

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