74/2012 - Information regarding registering amendments to the Articles of Association

 

The Management Board of the company Trakcja S.A. (“Issuer” or “Company”), informs that on 21.12.2012 it was notified that the District Court for the capital city of Warsaw in Warsaw, XII Commercial Division of the National Court Register issued a decision on 20.12.2012 with regard to the registration of an amendment to the Issuer’s Articles of Association involving conditional increase of the Issuer’s share capital with the amount not exceeding PLN 18.545,436.00 (in words: eighteen million five hundred forty-five thousand four hundred thirty-six zlotys) by issuing not more than 184.454,360 (in words: one hundred eighty-five million four hundred fifty-four thousand three hundred sixty) of common bearer shares of H series, each share with a nominal value amounting to PLN 0.10.

 

The amount of the Issuer’s share capital was not amended.

Pursuant to Article 452 § 1, in connection with Article 451 § 2 of the Company Law Code, the Issuer’s capital share shall be increased upon recording shares of H series on securities’ accounts of entities or persons entitled to subscribe to these shares.

 

The Issuer’s Articles of Association were amended in the following way:

 

a)       the wording of Article 1 of the Company’s Articles of Association was amended in the following way:

 

·         former wording of Article 1 of the Articles of Association:

 

“Article 1

 

The Company’s name is the following: Trakcja - Tiltra Spółka Akcyjna. The Company can use the abbreviation of the name: Trakcja - Tiltra S.A. The Company can use its characteristic graphic sign.”

 

·         current wording of Article 1 of the Articles of Association:

 

“Article 1

 

The Company’s name is the following: Trakcja Spółka Akcyjna. The Company can use the abbreviation of the name: Trakcja S.A. The Company can use its characteristic graphic sign.”

 

 

b)       directly after Article 21, a new Article 21a was added to the Articles of Association of the following wording:

 

“Article 21a

 

1.       The Company's conditional capital amounts to not more than PLN 18.545,436.00 (in words: eighteen million five hundred forty-five thousand four hundred thirty-six zloty) and not more than: 185.454,360 (in words: one hundred eighty-five million four hundred fifty-four thousand three hundred sixty) common bearer shares of H series with a nominal value PLN 0.10 (in words: ten grosh) each, is allocated to this purpose;

2.       The conditional increase in the capital referred to under Article 21a, section 1, point 1 is aimed at granting the right to subscribe to shares of H series to holders of debentures convertible to shares issued by the Company pursuant to the Resolution No. 4 of the Extraordinary Shareholders Meeting of 12 December 2012.

3.       Holders of debentures convertible to shares issued by the Company pursuant to the Resolution No. 4 of the Extraordinary Shareholders Meeting of 12 December 2012 are entitled to subscribe to shares of H series in compliance with principles stipulated under the terms of issuing debentures, whereas, the redemption date of any of the debentures’ series cannot fall after 31 December 2027."

 

 

 

Legal grounds: Article 56, section 1, point 1 of the Public Offering Act and paragraph 38, section 1, point 2 of the Resolution of the Minister of Finance of 19 February 2009 regarding current and periodical information forwarded by the issuers of securities and terms of considering the information required by legal provisions of a country not being a Member State as equivalent.

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