Report 10/2015

14 maja 2015

Current Report No. 10/2015 dated 14 May 2015

Registration of an increase of the share capital of Wirtualna Polska Holding S.A. Amendments to the Articles of Association

Legal basis: Article 56 sec. 1 item 2 (a) of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public

Contents of the report:

The management board of Wirtualna Polska Holding S.A. (the “Company”) hereby announces that on 13 May 2015 the District Court for the capital city of Warsaw, XIII Commercial Division of the National Court Register registered an increase of the Company’s share capital from PLN 1,245,652.90 (one million, two hundred and forty-five thousand, six hundred and fifty-two and 90/100) up to PLN 1,412,639.10 (one million, four hundred and twelve thousand, six hundred and thirty-nine and 10/100).

The Company’s share capital, after the registration of the above-mentioned change, is PLN 1,412,639.10 (one million, four hundred and twelve thousand, six hundred and thirty-nine and 10/100) and is divided into 28,252,782 (twenty-eight million, two hundred and fifty-two thousand, seven hundred and eighty-two) shares with a nominal value of PLN 0.05 (five groszy) each, of which:

12,389,709 (twelve million, three hundred and eighty-nine thousand, seven hundred and nine) are series A shares;
12,221,811 (twelve million, two hundred and twenty-one thousand, eight hundred and eleven) are series B shares;
301,518 (three hundred and one thousand, five hundred and eighteen) are series C shares;
3,339,744 (three million, three hundred and thirty-nine thousand, seven hundred and forty-four) are series E shares.

The Company hereby announces that the total number of votes attached to all outstanding shares after the registration of the change of the amount of share capital is 40,642,491 (forty million, six hundred and forty-two thousand, four hundred and ninety-one) votes.

The Company further announces that on 13 May 2015 the District Court for the capital city of Warsaw, XIII Commercial Division of the National Court Register registered an amendment of § 5 Par. 1 and 3 of the Company’s articles of association (the “Articles of Association”) reading as follows:

Ҥ 5
The share capital of the Company is PLN 1,412,639.10 (one million, four hundred and twelve thousand, six hundred and thirty-nine and 10/100) and is divided into:
12,389,709 (twelve million, three hundred and eighty-nine thousand, seven hundred and nine) series A shares with a nominal value of PLN 0.05 (five groszy) each;
12,221,811 (twelve million, two hundred and twenty-one thousand, eight hundred and eleven) series B shares with a nominal value of PLN 0.05 (five groszy) each,
301,518 (three hundred and one thousand, five hundred and eighteen) series C shares with the nominal value of PLN 0.05 (five groszy) each,
3,339,744 (three million, three hundred and thirty-nine thousand, seven hundred and forty-four) series E shares with the nominal value of PLN 0.05 (five groszy) each.
(…)”
The series A shares and the series B shares are registered shares, and the series C shares and series E shares are bearer shares. The series B shares will become bearer shares upon the dematerialisation thereof within the meaning of the Act on Trading in Financial Instruments”

Before the registration of the amendment of the Company’s Articles of Association, § 5 of the Company’s Articles of Association read as follows:

Ҥ 5

Share capital
The share capital of the Company is PLN 1,245,651.90 (one million, two hundred and forty-five thousand, six hundred and fifty-one and 90/100) and is divided into:
12,389,709 (twelve million, three hundred and eighty-nine thousand, seven hundred and nine) series A shares with a nominal value of PLN 0.05 (five groszy) each;
12,221,811 (twelve million, two hundred and twenty-one thousand, eight hundred and eleven) series B shares with a nominal value of PLN 0.05 (five groszy) each;
301,518 (three hundred and one thousand, five hundred and eighteen) series C shares with the nominal value of PLN 0.05 (five groszy) each.
(…)

  1. The series A shares and the series B shares are registered shares, and the series C shares are bearer shares. The series B shares will become bearer shares upon the dematerialisation thereof within the meaning of the Act on Trading in Financial Instruments.”

In connection with the adoption of the full consolidated text of the Articles of Association containing the above-mentioned provisions, the Company has attached hereto the full consolidated text of the Articles of Association.

Legal basis: Article 56 sec. 1 item 2 (a) of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (i.e. Journal of Laws of 2013, item 1382) in connection with §5 sec.1 item 9) and § 38 sec. 1 item 2) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities, and the conditions for recognising as equivalent information required by the laws of a non-member state (i.e. Journal of Laws of 2014, item 133).

Signatures of the representatives of the Company:
Jacek Świderski – President of the Management Board
Elżbieta Bujniewicz – Belka – Member of the Management Board/CFO

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