Current Report No. 45/2015 dated 9 December 2015
Significant block of shares/ change in share ownership
Legal basis: Article 70 sec.1 of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.
Content of Report:
The Management Board of Wirtualna Polska Holding S.A. (“Company”) hereby announces that on December 9th, 2015 the Management Board obtained from a shareholder - European Media Holding S.à r.l. with its registered seat in Luxembourg (“EMH”) - the notice about a change in total number of shares in the share capital of the Company owned by EHM and about changes in total number of votes owned by EHM in general meeting of shareholders of the Company in relation to three pledge agreements concluded on November 6, 2015 between EHM as the pledger and Jacek Świderski, Michał Brański and Krzysztof Sierota as the pledgees (“Pledge Agreement”), entered into the Register of Pledges maintained by the registration court on the bearer shares owned by EHM, which was established by Pledge Agreement as well as consent to exercise the voting rights attached to the shares of the Company pursuant to article 340 sec. 1 of Polish Commercial Companies Code by pledgees.
After registration of the pledges on the bearer shares owned by EHM and upon fulfillment of other conditions for exercising voting rights by pledgees (“Entitlement to Exercise Voting Rights”), direct percentage of votes owned by EHM on general meeting of shareholders of Company has been reduced from 37,82% of the total amount of votes to 26,16% of the total amount of votes on December 8, 2015 (i.e. on the day of fulfillment of the last condition for exercising voting rights by pledgees).
Before Entitlement to Exercise Voting Rights, EHM directly owned amount of 10.869.177 shares of Company, representing 38,47% shares in share capital of Company and entitled to exercise 15.369.177 votes on general meeting of shareholders of Company, which represents 37,82% of total number of votes on general meeting of shareholders.
After Entitlement to Exercise Voting Rights, EHM directly owned amount of 10.869.177 shares of Company, representing 38,47% shares in share capital of Company and entitled to exercise 10.631.853 votes on general meeting of shareholders of Company, which represents 26,16% of total number of votes on general meeting of shareholders.
Subsidiaries of EHM do not hold any shares of the Company.
Subject to the Pledge Agreement, EHM did not enter other agreements, referred to in Article 87 sec. 1 item 3 let. c) of the Act on Public Offering, i.e. agreement related to transfer of entitlement to exercise voting right.
Legal basis: Article 70 sec. 1 of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.
Signatures of the individuals representing the Company:
Jacek Świderski – President of the Management Board/Chief Executive Officer
Elżbieta Bujniewicz – Belka – Member of the Management Board/Chief Financial Officer