Current Report 26/13
Published: 12/03/2013, 13:19
Registration of the Increase of Share Capital Implemented by Issue of Series K Shares
and the Consolidated Text of the Articles of Association
With reference to current report no. 08/13 of 21 January 2013, the Management Board of Elemental
Holding S.A. ("Company") affirms that on 12 March 2013 it received a notice that the District Court for
the Capital City of Warsaw in Warsaw, 14th Commercial Division of the National Court Register, issued,
on 11 March 2013, a decision concerning the registration of the increase of share capital effected by a
new issue of shares by the issue of series K shares as private placement subscription within the
framework of authorised capital, pursuant to §61 of the Company’s Articles of Association, with the
waiver of the rights to shares vested in the shareholders in their entirety and with an amendment to the
Company’s Articles of Association.
As a result, the share capital of the Company was increased from PLN 103,675,767 (say: one hundred
three million six hundred seventy five thousand seven hundred and sixty seven zlotys) to the amount of
PLN 105,302,267 (one hundred five million three hundred two thousand two hundred and sixty seven
zlotys), i.e. by an amount of PLN 1,626,500 (one million six hundred twenty six thousand five hundred
zloty), by issue of PLN 1,626,500 (one million six hundred twenty six thousand five hundred zloty)
ordinary bearer shares of series K, having their par value of PLN 1.00 (one) zloty each and numbered
from 1 (one) to 1,626,500 (one million six hundred twenty six thousand five hundred).
As at the date of this report, the share capital of the Company is PLN 105,302,267 (one hundred five
million three hundred two thousand two hundred and sixty seven zlotys) and is divided into:
a) 100,000 (one hundred thousand) ordinary bearer shares of series A, par value of PLN 1.00 (one
zloty) each, numbered from 1 (one) to 100,000 (one hundred thousand), having a total par
value of PLN 100,000 (one hundred thousand zlotys);
b) 40,000,000 (forty million) ordinary bearer shares of series B, par value of PLN 1.00 (one zloty)
each, numbered from 1 (one) to 40,000,000 (forty millions), having a total par value of PLN
40,000,000 (forty million zlotys);
c) 23,270,833 (twenty three million two hundred seventy thousand eight hundred and thirty
three) ordinary bearer shares of series C, par value of PLN 1.00 (one zloty) each, numbered
from 1 (one) to 23,270,833 (twenty three million two hundred seventy thousand eight hundred
and thirty three), having a total par value of PLN 23,270,833 (twenty three million two hundred
seventy thousand eight hundred and thirty three zlotys);
d) 25,126,984 (twenty five million one hundred twenty six thousand nine hundred and eighty four)
ordinary bearer shares of series D, par value of PLN 1.00 (one zloty) each, numbered from 1
(one) to 25,126,984 (twenty five million one hundred twenty six thousand nine hundred and
eighty four), having a total par value of PLN 25,126,984 (twenty five million one hundred twenty
six thousand nine hundred and eighty four zlotys);
e) 1,000,000 (one million) ordinary bearer shares of series E, par value of PLN 1.00 (one zloty)
each, numbered from 1 (one) to 1,000,000 (one million), having a total par value of PLN
1,000,000 (one million zlotys);
f) 6,883,329 (six million eight hundred eighty three thousand three hundred and twenty nine)
ordinary bearer shares of series F, par value of PLN 1.00 (one zloty) each, numbered from 1
(one) to 6,883,329 (six million eight hundred eighty three thousand three hundred and twenty
nine), having a total par value of PLN 6,883,329 (six million eight hundred eighty three
thousand three hundred and twenty nine zlotys);
g) 3,287,000 (three million two hundred and eighty seven thousand) ordinary bearer shares of
series G, par value of PLN 1.00 (one zloty) each, numbered from 1 (one) to 3,287,000 (three
million two hundred and eighty seven thousand), having a total par value of PLN 3,287,000
(three million two hundred and eighty seven thousand zlotys).
h) 1,837,581 (one million eight hundred thirty seven thousand five hundred and eighty one)
ordinary bearer shares of series H, par value of PLN 1.00 (one zloty) each, numbered from 1
(one) to 1,837,581 (one million eight hundred thirty seven thousand five hundred and eighty
one), having a total par value of PLN 1,837,581 (one million eight hundred thirty seven
thousand five hundred and eighty one zlotys).
i) 1,658,000 (one million six hundred and fifty eight thousand) ordinary bearer shares of series I,
par value of PLN 1.00 (one zloty) each, numbered from 1 (one) to 1,658,000 (one million six
hundred and fifty eight thousand), having a total par value of PLN 1,658,000 (one million six
hundred and fifty eight thousand zlotys).
j) 512,040 (five hundred twelve thousand and forty) ordinary bearer shares of series J, par value
of PLN 1.00 (one zloty) each, numbered from 1 (one) to 512,040 (five hundred twelve thousand
and forty), having a total par value of PLN 512,040 (five hundred twelve thousand and forty
zlotys);
k) 1,626,500 (one million six hundred twenty six five hundred) ordinary bearer shares of series K,
par value of PLN 1.00 (one zloty) each, numbered from 1 (one) to 1,626,500 (one million six
hundred twenty six thousand five hundred), having a total par value of PLN 1,626,500 (one
million six hundred twenty six thousand five hundred zlotys).
The total number of votes from all the shares issued by the Company, after the registration of changes
in its share capital, is 105,302,267 (one hundred five million three hundred two thousand two hundred
and sixty seven) votes.
The registered paid-up capital is PLN 105,302,267 (one hundred five million three hundred two
thousand two hundred and sixty seven zlotys)."
Enclosed please find the consolidated text of the Company’s Articles of Association adopted by way of
Resolution no. 4 of the Extraordinary General Meeting of the Company on 11 February 2013 rep. no.
234/2013, repealing the past wording of the paragraphs from 1 to 18 of the Company's Articles of
Association and replacing them with new provisions, covering an increase of share capital effected by a
new issue of series K share effected based on a Resolution of the Management Board of the Company
no. 1/1/2013 of 21 January 2013, rep. no. 133/2013.
Legal Grounds:
§3.2.5). of Exhibit 3 (Current and Periodical Information in the Alternative Trading System on the
NewConnect Market) to the Alternative Trading System Rules.
Appendices:
Articles of Association of Elemental Holding
Authorised Representatives of the Company:
•
Mr. Paweł Jarski – President of the Management Board
•
Mr. Jarosław Michalik – Member of the Management Board