The offer included 3 553 000 series B shares under the offer closed addressed to holders of series A bonds. The legal basis for the issue of Series B shares is Resolution No. 1 of the Extraordinary General Meeting held on 15 January 2004 entered into the National Register of Entrepreneurs by the decision of the District Court of Gdańsk, XII Commercial Division of the National Court Register, dated 01.27.2004, amended by Resolution No. 1 of the Extraordinary General Meeting of the Company dated 6 July 2004. The issue price of the series B shares amounted to PLN 2.67. The persons entitled to subscribe for Series B shares under the offer were the holders of the Bonds, realizing their right to convert the bonds into shares of series B. The Company issued 9,500 bearer bonds of series A convertible into Series B shares with a nominal value of PLN 1,000 each. Bondholders are entitled to exercise their conversion into shares of series B in such a way that each bond will convert into 374 B series shares. The right to convert the bonds into shares of series B may be exercised no later than 18 January 2009. Bonds which will not be converted into shares of series B will be redeemed by the Company by 17 February 2009.
The offer included 3,500,000 ordinary bearer shares of C series within open public offering. The pre-emptive rights to series C shares was excluded. The legal basis for the issue of C series shares is the resolution of the Extraordinary General Meeting of the Issuer dated 29 April 2004 on the issue of ordinary bearer shares of series C and amendments to the Company’s Articles of Association done on the basis of the following provisions: Art. 430 § 1; 431 § 1, § 2 point 3 and § 7; 432 § 1 and 433 § 2 of the Code of Commercial Companies and pursuant to § 24 paragraph 1 point 5 of the Company’s Articles of Association. The open offer for C series shares will start on 9 September 2004 and will end on 17 September 2004. As part of the open offer, the Issuer will offer 3.5 million shares of Series C. The issue price of ordinary bearer shares of series C is PLN 2.80 (two zloty and eighty grosz) per share. Subscriptions for the Series C Shares will be accepted in two tranches: Retail Tranche (TID - 1,200,000 shares) and the Institutional Offering (TII – 2,300,000 shares). C Series Shares will participate in dividend for the first year of the Company, which started on 12 December 2003 and ends on 31 December 2004.
The schedule of subscription of C Series shares:
The offer included 5,000,000 ordinary bearer shares of series D. The legal basis for the issue of series D shares is the provisions of the Commercial Companies Code, the resolution of the EGM No. 3/2005 of 12 January 2005 and the provisions of the Company’s Articles of Association, in particular the provisions of § 7 point 3 containing authorization for the Board to increase the share capital within the authorized capital. The decision-making body on the issue of series D shares and their introduction for public trading is the Board of Directors that according to the resolution of 28 April 2004 decided to increase the share capital through the issue of Series D shares within the authorized capital indicated in the Articles of Association, i.e. pursuant to the provisions concerning the target capital (Art. 444 - Art. 447 and Art. 453 CCC) and performed pursuant to the provisions of § 7 point 3 of the Company’s Articles of Association. The issue of series D shares was subscription for shares without subscription rights that was totally excluded. The issue price of the shares of Series D was PLN 2.80(two zloty and eighty grosz) per share.
The schedule for public subscription of series D shares:
The subject of the public offering was the subscription of 1,430,151 (say: one million four hundred thirty thousand one hundred and fifty one) to 19,426,465 (say: nineteen million four hundred twenty-six thousand four hundred sixty-five) series E shares conducted with pre-emptive rights of the existing shareholders of the Issuer . Shareholders entitled to subscribe for the shares are all shareholders of the Issuer who held the shares at the end Day of Pre-emptive Rights, i.e. 9 March 2006. Every 3 (three) Subscription Rights will entitle the holder to subscribe for 4 and only 4 (four) series E shares at the issue price equal to the nominal value of the shares at PLN 1.00 (one zloty zero grosz). The legal basis for the issue of shares were the resolutions of the EGM of the Issuer of 27 January 2006 on increasing the share capital through the issue of series E shares with subscription rights for existing shareholders in a public offering, amendments in § 7 point 1 and 2 of the Company’s Articles of Association and the dematerialisation of securities made pursuant to Art. 431 § 2 point 2, Art. 432 § 1 and 2, Art. 436 of Commercial Companies Code and § 24. 1 point 4, 5 and 11 of the Articles of Association of the Company. The issue price of Series E shares was PLN 1 per share. E series shares will participate in dividend starting from the payment of dividend for the 2005 financial year beginning on 1 January 2005 and ending on 31 December 2005.
Public offering included F series shares of the Issuer in a number lower than 13,598,525. Series F Shares were issued pursuant to a resolution of the Extraordinary General Meeting of Shareholders of 29 September 2006 on increasing the share capital through the issue of series F shares with subscription rights for existing shareholders in a public offering, amendments in § 7 point 1 and 2 of the Company’s Articles of Association and the dematerialisation of securities which was taken pursuant to Art. 430, § 1, art. 431 § 2 point 2, Art. 432 § 1 and 2, Art. 436 of Commercial Companies Code and § 24. 1 point 4, 5 and 11 of the Articles of Association of the Company. The issue price of series F shares amounted to PLN 1 per share. Subscription of series F shares was the issue of pre-emptive rights. Series F shares will participate in dividend starting from the payment of dividend for the 2006 financial year starting on 1 January 2006 and ending on 31 December 2006.