The Management Board of Grupa LOTOS S.A. (the “Company”) gives notice that on 9 January 2015 the District Court for Gdansk-Polnoc in Gdansk, VII Commercial Division of the National Court Register, registered: (i) the increase of the Company’s share capital from PLN 129,873,362 to PLN 184,873,362 by way of the issuance of 55,000,000 series D ordinary bearer shares in the Company with a nominal value of PLN 1 each issued on the basis of resolution No. 2 of the Extraordinary General Meeting of the Company held on 8 September 2014 on increasing the Company's share capital by way of issue of new shares, public offering of new shares, setting the record date for the entitlement of preemptive rights in respect of new shares for November 18th 2014, conversion into book-entry form and seeking admission of pre-emptive rights, allotment certificates and new shares to trading on the regulated market of the Warsaw Stock Exchange, amending the Company's Articles of Association and authorising the Supervisory Board to prepare a consolidated text of the Company’s Articles of Association, which was released to the public in the current report No. 19/2014 of 8 September 2014 (the “Issue Resolution”) and (ii) the amendment to the Company’s Articles of Association introduced based on the Issue Resolution.
As of the date of publication of this current report, the total number of votes attached to all of the issued shares in the Company following the registration of the share capital increase and series D shares amounts to 184,873,362 votes, while the share capital is represented by 184,873,362 ordinary shares in the Company having a nominal value of 1 PLN each, including: (i) 78,700,000 series A shares; (ii) 35,000,000 series B shares; (iii) 16,173,362 series C shares; and (iv) 55,000,000 series D shares.
The Management Board of the Company presents the amendments introduced to the Company’s Articles of Association below:
Existing wording of § 4 section 1 of the Company’s Articles of Association:
“1. The share capital shall amount to PLN 129,873,362.00 (say: one hundred and twenty-nine million eight hundred and seventy-three thousand three hundred and sixty-two) and shall be divided into 129,873,362 shares (say: one hundred and twenty-nine million eight hundred and seventy-three thousand three hundred and sixty-two) shares of the nominal value of PLN 1 (say: one) each, including:
1) 78,700,000 (say: seventy-eight million seven hundred thousand) Series A ordinary registered shares, numbered from A-00000001 to A-78700000,
2) 35,000,000 (say: thirty five million) Series B ordinary bearer shares, numbered from B-00000001 to B-35000000, and
3) 16,173,362 (say: sixteen million one hundred and seventy-three thousand three hundred and sixty-two) Series C ordinary bearer shares, numbered from C-00000001 to C-16173362.”
New wording of § 4 section 1 of the Company’s Articles of Association:
“1. The share capital shall amount to PLN 184.873.362 (say: one hundred and eighty-four million eight hundred and seventy-three thousand three hundred and sixty-two) and shall be divided into 184.873.362 shares (say: one hundred and eighty-four million eight hundred and seventy-three thousand three hundred and sixty-two) shares of the nominal value of PLN 1 (say: one) each, including:
1) 78,700,000 (say: seventy-eight million seven hundred thousand) Series A ordinary registered shares, numbered from A-00000001 to A-78700000,
2) 35,000,000 (say: thirty five million) Series B ordinary bearer shares, numbered from B-00000001 to B-35000000,
3) 16,173,362 (say: sixteen million one hundred and seventy-three thousand three hundred and sixty-two) Series C ordinary bearer shares, numbered from C-00000001 to C-16173362, and
4) 55,000,000 (say: fifty five million) Series D ordinary bearer shares, numbered from D-00000001 to D-55000000.”
The Management Board of the Company will release to the public consolidated text of the Articles of Association with the new wording of § 4 section 1 included in a separate current report.
This current report is being released pursuant to § 5 Section 1 Clause 9 and of § 38 Section 1 Clause 2 the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic reports issued by issuers of securities and on the conditions of accepting as equivalent the information required by the regulations of a state that is not a member state.
Legal notice:
Not for release, publication or distribution, directly or indirectly, in or into the United States of America, Australia, Canada or Japan.
This communication is for informational and promotional purposes only and under no circumstances shall constitute an offer or invitation to make an offer, or form the basis for a decision, to invest in the securities of Grupa LOTOS S.A. (the “Company”). The prospectus which was prepared in connection with the offering of the Company’s shares (the “Shares”) subject to pre-emptive rights (the “Prospectus”) and approved by the Polish Financial Supervision Authority, is the sole legally binding document containing information about the Company and the offering of its Shares in Poland. The Prospectus was made available in an electronic format on the website of the Company (www.lotos.pl) and, additionally, for information purposes, on the website of Powszechna Kasa Oszczędności Bank Polski S.A. Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie (www.dm.pkobp.pl).
This communication does not constitute a recommendation within the meaning of the Regulation of the Polish Minister of Finance Regarding Information Constituting Recommendations Concerning Financial Instruments or Issuers Thereof dated 19 October 2005.
This communication (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Australia, Canada or Japan, or any other jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States of America, unless registered under the Securities Act or unless an exemption from the registration requirements set forth in the Securities Act applies to them. No public offering of the securities will be made in the United States of America.
Neither the Company nor any of its subsidiaries or any other related entities shall be held accountable for any damage resulting from the use of this communication or a part thereof, or its contents or in any other manner in connection with this communication.
Société Générale, Powszechna Kasa Oszczędności Bank Polski S.A. Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie, BZ WBK, ING Securities and Unicredit The Managers are acting exclusively for the Company and no one else in relation to the proposed Offering and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Offering and will not be responsible to any other person for providing the protection afforded to their respective clients or for providing advice in connection with the Offering.