The Management Board of Polenergia S.A. seated in Warsaw (‘Company’), acting pursuant to Art. 70 item 1 of the Act of 29th July 2005 on public offering, conditions governing the introduction of financial instruments to organised trading, and public companies (Journal of Laws 2018.512, i.e. of 12th March 2018), hereby announces that on 3rd July 2018 it was notified of a change in shareholding.
The first notification was received from Kulczyk Investments S.A. and Mr. Sebastian Kulczyk. Kulczyk Investments S.A. and Mr. Sebastian Kulczyk notified the Company that Kulczyk Investments S.A. and Mr. Sebastian Kulczyk no longer – directly or indirectly – hold shares in the Company.
The second notification was received from Ms. Dominika Kulczyk. Ms. Dominika Kulczyk notified the Company that as a result of an indirect acquisition of the Company’s shares she exceeded a threshold of 50% (in words: fifty percent) of the total number of votes at the General Meeting of the Company. At the same time Ms. Dominika Kulczyk informed the Company that as a result of her indirect acquisition of the Company’s shares she became an indirect dominant entity towards the Company.
The Company publishes below the contents of both above-mentioned notifications of the change in shareholding.
The contents of the notification from Kulczyk Investments S.A. and Mr. Sebastian Kulczyk:
“In compliance with an obligation under Art. 69 (1) item 2 and Art. 69 (2) item 2 of the Act of 29th July 2005 on public offering, conditions governing the introduction of financial instruments to organised trading, and public companies (i.e. Journal of Laws of 2018, item 512, as amended) (‘Act’), Kulczyk Investments S.A. (‘KI’) and Sebastian Kulczyk, the dominant entity of KI, hereby declare that they no longer – directly or indirectly – hold shares of Polenergia S.A. (‘Company’).
On 3rd July 2018 KI entered into an agreement (‘Agreement’) under which it sold to Dominika Kulczyk 100% (in words: one hundred percent) of shares of Kulczyk Holding S.à r.l., a company under Luxembourg law, indirectly holding (through Mansa Investments sp. z o.o.) 22,811,757 (in words: twenty-two million eight hundred and eleven thousand seven hundred and fifty-seven) shares of the Company, constituting 50.2% (in words: fifty and two-tenths of one percent) of the Company’s share capital and entitling to 22,811,757 (in words: twenty-two million eight hundred and eleven thousand seven hundred and fifty-seven) votes at the General Meeting of the Company, which represents 50.2% (in words: fifty and two-tenths of one percent) of the total number of votes at the General Meeting of the Company.
In view of the above, pursuant to Art. 69 (4) item 2 of the Act, KI and Sebastian Kulczyk hereby declare that prior to entering into the Agreement they held indirectly 22,811,757 (in words: twenty-two million eight hundred and eleven thousand seven hundred and fifty-seven) shares of the Company, constituting 50.2% (in words: fifty and two-tenths of one percent) of the Company’s share capital and entitling to 22,811,757 (in words: twenty-two million eight hundred and eleven thousand seven hundred and fifty-seven) votes at the General Meeting of the Company, which represents 50.2% (in words: fifty and two-tenths of one percent) of the total number of votes at the General Meeting of the Company.
Pursuant to Art. 69 (4) item 3 of the Act, KI and Sebastian Kulczyk hereby declare that currently they do not (directly or indirectly) hold shares of the Company.
Pursuant to Art. 69 (4) item 5 of the Act, KI and Sebastian Kulczyk hereby declare that no subsidiaries of KI or Sebastian Kulczyk hold shares of the Company.
Pursuant to Art. 69 (4) item 6 of the Act, KI and Sebastian Kulczyk hereby declare that there are no persons referred to in Art. 87 (1) item 3 letter c of the Act.
Pursuant to Art. 69 (4) item 7 of the Act, KI and Sebastian Kulczyk hereby declare that the number of votes, calculated in line with Art. 69b (2) of the Act, to the acquisition of which KI or Sebastian Kulczyk would be entitled or obliged as holders of financial instruments referred to in Art. 69b (1) item 1 of the Act, and financial instruments referred to in Art. 69b (1) item 2 of the Act, which are not executed merely by way of pecuniary settlement, is 0 (in words: zero).
Pursuant to Art. 69 (4) item 8 of the Act, KI and Sebastian Kulczyk hereby declare that the number of votes, calculated in line with Art. 69b (3) of the Act, directly or indirectly addressed by financial instruments referred to in Art. 69b (1) item 2 of the Act, is 0 (in words: zero).”
The contents of the notification from Ms. Dominika Kulczyk:
“In compliance with an obligation under Art. 69 (1) item 1 of the Act of 29th July 2005 on public offering, conditions governing the introduction of financial instruments to organised trading, and public companies (i.e. Journal of Laws of 2018, item 512, as amended) (‘Act’), Dominika Kulczyk hereby declares that as a result of an indirect acquisition on 3rd July 2018 of 22,811,757 (in words: twenty-two million eight hundred and eleven thousand seven hundred and fifty-seven) shares of Polenergia S.A. (‘Company’), she exceeded the threshold of 50% (in words: fifty percent) of the total number of votes at the General Meeting of the Company. At the same time, Ms. Dominika Kulczyk informs the Company that as a result of the indirect acquisition of the Company’s shares referred to in the preceding sentence, she became an indirect dominant entity towards the Company.
On 3rd July 2018 Dominika Kulczyk entered into an agreement (‘Agreement’) under which she acquired from Kulczyk Investments S.A., a company under Luxembourg law (‘KI’), 100% (in words: one hundred percent) of shares of Kulczyk Holding S.à r.l., a company under Luxembourg law indirectly holding (through Mansa Investments sp. z o.o.) 22,811,757 (in words: twenty-two million eight hundred and eleven thousand seven hundred and fifty-seven) shares of the Company, constituting 50.2% (in words: fifty and two-tenths of one percent) of the Company’s share capital and entitling to 22,811,757 (in words: twenty-two million eight hundred and eleven thousand seven hundred and fifty-seven) votes at the General Meeting of the Company, which represents 50.2% (in words: fifty and two-tenths of one percent) of the total number of votes at the General Meeting of the Company.
Pursuant to Art. 69 (4) item 2 of the Act, Dominika Kulczyk hereby declares that prior to entering into the Agreement she did not (directly or indirectly) hold any shares of the Company.
In view of the above, pursuant to Art. 69 (4) item 3 of the Act, Dominika Kulczyk hereby declares that currently she holds indirectly 22,811,757 (in words: twenty-two million eight hundred and eleven thousand seven and fifty-seven) shares of the Company, constituting 50.2% (in words: fifty and two-tenths of one percent) of the Company’s share capital and entitling to 22,811,757 (in words: twenty-two million eight hundred and eleven thousand seven hundred and fifty-seven) votes at the General Meeting of the Company, which represents 50.2% (in words: fifty and two-tenths of one percent) of the total number of votes at the General Meeting of the Company.
Pursuant to Art. 69 (4) item 5 of the Act, Dominika Kulczyk hereby declares that she holds shares referred to in this notification indirectly, through Mansa Investments sp. z o.o. No other subsidiaries of Dominika Kulczyk hold shares of the Company.
Pursuant to Art. 69 (4) item 6 of the Act, Dominika Kulczyk hereby declares that there are no persons referred to in Art. 87 (1) item 3 letter c of the Act.
Pursuant to Art. 69 (4) item 7 of the Act, Dominika Kulczyk hereby declares that the number of votes, calculated in line with Art. 69b (2) of the Act, to the acquisition of which she would be entitled or obliged as a holder of financial instruments referred to in Art. 69b (1) item 1 of the Act, and financial instruments referred to in Art. 69b (1) item 2 of the Act, which are not executed merely by way of pecuniary settlement, is 0 (in words: zero).
Pursuant to Art. 69 (4) item 8 of the Act, Dominika Kulczyk hereby declares that the number of votes, calculated in line with Art. 69b (3) of the Act, directly or indirectly addressed by financial instruments referred to in Art. 69b (1) item 2 of the Act, is 0 (in words: zero).”
Pursuant to Art. 69 (4) item 9 of the Act, Dominika Kulczyk hereby declares that the total number of votes, indicated in line with Art. 69 (4) item 2, 7 and 8 of the Act, is 0 (in words: zero)”.
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