Current Report No. 46/2015 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 received the notification on change in general number of votes held by the Founders’ Companies and Founders at the General Meeting of the Company from shareholders - Orfe S.A with its registered seat in Warsaw, 10x S.A with its registered seat in Warsaw, Albemuth Inwestycje S.A. with its registered seat in Warsaw (collectively referred to as “Founders’ Companies”) and Michał Brański, Krzysztof Sierota and Jacek Świderski (collectively referred to as “Founders”), in relation to Shareholders’ Cooperation Agreement, concluded on March 18, 2015 between Founders’ Companies and Founders, which is an agreement on joint voting at the general meeting of shareholders and conducting a long-term policy towards the company (“Founders Cooperation Agreement”), within the meaning of article 87 sec. 1 point 5 of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (“Act on Public Offreing”).
In relation to three pledge agreements concluded on November 6, 2015 between European Media Holding S.à r.l. as the pledger and each of Founders as pledgee (“Pledge Agreement”), in relation to placing in those Pledge Agreements the right of pledgees to exercise voting rights attached to shares of Company pursuant to article 340 sec. 1 of Polish Commercial Companies Code, in relation to registering of pledges in the Register of Pledges, in relation to consent of Extraordinary General Meeting of the Company convened on December 8th, 2015 to exercise the voting rights by pledgees, in relation to entry of mentions in the share register of the Company on December 8, 2015 on establishing pledges in connection to Pledge Agreements and entitling Founders to exercise voting rights attached to Shares of the Company, the percentage of total amount of votes on general meeting of shareholders of the Company changes as follows:
Before concluding of registered Pledge Agreements:
1.Orfe S.A. owned A series registered shares in the amount of 2.629.903, which gave Orfe S.A. 9,31% of the shares in the share capital of the Company and right to exercise 5.259.806 votes on the general meeting of shareholders of Company (which constitute 12,94% of all votes)
2.Albemuth Inwestycje S.A. owned A series registered shares in the amount of 2.629.903, which gave Albemuth Inwestycje S.A. 9,31% of the shares in the share capital of the Company and right to exercise 5.259.806 votes on the general meeting of shareholders of Company (which constitute 12,94% of all votes)
3.10x S.A.owned A series registered shares in the amount of 2.629.903, which gave 10x S.A.9,31% of the shares in the share capital of the Company and right to exercise 5.259.806 votes on the general meeting of shareholders of Company (which constitute 12,94% of all votes)
The founders were not previously directly entitled to exercise voting rights of any shares of the Company.
As a result of concluding Pledge Agreements, which contain the entitlement of pledgees to exercise voting rights attached to the shares of Company pursuant to article 340 sec. 1 of Polish Commercial Companies Code and in relation to registering of pledges in the Register of Pledges, in relation to consent of Extraordinary General Meeting of the Company convened on December 8th, 2015 to exercise the voting rights by pledgees, and in relation to entry of mentions in the share register of the Company on December 8, 2015 on establishing pledges in connection to Pledge Agreements and entitling Founders to exercise voting rights attached to shares of the Company, pursuant to article 87 sec. 5 item 3 of the Act on Public Offering, including block of shares already owned by Founders’ Companies, Founders and Founders’ Companies are entitled to exercise voting rights as follows:
1.Jacek Świderski and Orfe S.A. – entitled to exercise voting rights attached to 3.419.457 A series registered shares (including 2.629.903 shares owned by Orfe S.A., described above), which constitute 12,10% of shares in share capital of the Company and right to exercise 6.838.914 votes on the general meeting of shareholders of the Company (which constitute 16,83% of all votes);
2.Krzysztof Sierota and Albemuth Inwestycje S.A. – entitled to exercise voting rights attached to 3.419.457 A series registered shares (including 2.629.903 shares owned by Albemuth Inwestycje S.A., described above), which constitute 12,10% of shares in share capital of the Company and right to exercise 6.838.914 votes on the general meeting of shareholders of the Company (which constitute 16,83% of all votes);
3.Michal Brański and 10x S.A. – entitled to exercise voting rights attached to 3.419.457 A series registered shares (including 2.629.903 shares owned by 10x S.A., described above), which constitute 12,10% of shares in share capital of the Company and right to exercise 6.838.914 votes on the general meeting of shareholders of the Company (which constitute 16,83% of all votes);
Pursuant to article 87 sec. 1 point 5 of the Act on offering, in conjunction with Founders Cooperation Agreement, Founders and Founders’ Companies are entitled to collectively exercise voting rights attached to 10.258.371 A series registered shares (including 7.889.709 shares owned by Founders’ Companies, described above), which constitute 36,31% shares in share capital of the Company and right to exercise 20.516.742 votes on the general meeting of shareholders of the Company (which constitute 50,84% of all votes).
Founders and Founders’ Companies do not exclude increasing the number of votes in general number of votes in Company within 12 months from submitting this Notification.
None of the Founders nor Founders’ Companies have subsidiaries, which own shares of the Company (except Founders’ Companies).
None of Founders nor Founders’ Companies have entered other agreement, 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