The Management Board of the Trakcja Polska S.A. company (hereinafter “Company”) announces, that pursuant to Art. 69 of the Act of 29 July 2005 on the public offering and the conditions for introducing financial instruments into an organised trading system and on listed companies (hereinafter the “Act on the public offering”), it received on 6 May 2011 from COMSA S.A., a company under Spanish law based in Barcelona (hereinafter: “COMSA”), a notification of the fact that, as a result of the increase in the Company’s share capital under the transaction dated 19 April 2011 the Company informed about in its current report no. 23/2011 of 19 April 2011 and current report no. 24/2011 of 19 April 2011, settled on 2 May 2011, COMSA decreased its share in the total number of votes in General Meeting of Company’s Shareholders to below 50%.
Before the increase of share capital, COMSA and its subsidiary Comsa Emte sp. z o.o. held 81,145,510 Company’s shares in total which was 50.68% of the Company’s share capital. These shares entitled to 81,145,510 votes in General Meeting of Company’s Shareholders that was 50.68 % of the total number of votes.
After the increase of share capital, COMSA and its subsidiary Comsa Emte sp. z o.o. hold 81,145,510 Company’s shares in total that is 34.96 % of the Company’s share capital. These shares entitle to 81,145,510 votes in General Meeting of Company’s Shareholders what is 34.96 % of the total number of votes.
Concurrently, COMSA has informed the Company, that pursuant to Art. 69 paragraph 1 clause 1 of the Act on the public offering in conjunction with Art. 87 paragraph 1 clause 3 letter c of the Act on the public offering it is a party to the agreement on assignment of the entitlement to exercise the right of voting dated 18 November 2010 (hereinafter the “Agreement”) between COMSA and (i) AB INVALDA based in Vilnius, Lithuania, (ii) UAB NDX ENERGIJA based in Vilnius, Lithuania; (iii) Mr. Jonas Pilkauskas; (iv) Mr. Mindaugas Aniulis; (v) Mr. Nerijus Eidukevicius, (vi) Mr. Romas Matiukas, (vii) Ms. Vaida Balčiūnienė, (viii) Ms. Irena Angelė Černevičiūtė, (ix) Mr. Vidmantas Drizga, and Mr. Romanas Aniulis (hereinafter “Assignors”). Provisions of the Agreement provide for the assignment of voting rights on the new issue of shares Series G by Assignors to COMSA. Under provisions of the Agreement, COMSA is also entitled to exercise the voting rights on 72,000,000 shares held by Assignors, that is 31.02 % of the share capital of the Company, entitling to 72,000,000 votes in General Meeting of Shareholders, that is 31.02% of the total number of votes.
Taking the above into consideration and due to the number of votes in General Meeting of Shareholders resulting from the number of Company’s shares held by COMSA and its group and the votes resulting from provisions of the Agreement, COMSA is entitled to exercise the right of voting on 153,145,510 shares in total, that is 65.98% of the Company’s share capital, entitling to 153,145,510 votes in General Meeting of Shareholders, that is 65.98 % of the total number of votes.
Art. 70 clause 1 of the Act of 29 July 2005 on the public offering and the conditions for introducing financial instruments into an organised trading system and on listed companies – acquisition or disposal of a considerable share package.