Historical changes in shareholder structure



Shareholder Number of shares % of share capital Number of votes % of voting rights
State Treasury 32 734 509 33 32 734 509 33
Norica Holding S.à r.l. 10 021 348 10.1 10 021 348 10.1
ING OFE 9 883 323 9.96 9 883 323 9.96
Rainbee Holdings Limited*) 9 820 352 9.9 9 820 352 9.9
TFI PZU S.A. 8 689 591 8.76 8 689 591 8.76
EBRD 5 700 000 5.75 5 700 000 5.75
Other 22 346 361 22.53 22 346 361 22.53
99 195 484 100 99 195 484 100

 

*) A direct subsidiary of Norica Holding S.à r.l.

including:
Series AA and Series B shares         39 116 421
Series C shares                 24 999 023
Series D shares                 35 080 040

 

On April 24th 2015, the Management Board of the Parent received a notification from Opansa Enterprises Limited of Nicosia, Cyprus, served under Art. 69.1.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005.

According to the notification, following the in-kind contribution of Parent shares to cover the increased share capital of Opansa, made by its sole shareholder, Norica Holding S.à r.l. of Luxembourg, controlling 100% of the share capital of Opansa, Opansa: (i) on April 23rd 2015 acquired 9,450,000 Parent shares, representing approximately 9.527% of the Parent’s share capital and carrying 9,450,000 voting rights (approximately 9.527% of total voting rights) at the parent’s General Meeting, and (ii) as a result of the transaction, exceeded the threshold of 5% of total voting rights at the Parent’s General Meeting.

Prior to the transaction, Opansa had not held, whether directly or indirectly, any Parent shares.

Following the transaction, Opansa held directly 9,450,000 Parent shares, representing approximately 9.527% of the Parent’s share capital and carrying 9,450,000 voting rights (approximately 9.527% of total voting rights) at the Parent’s General Meeting.

Opansa notified the Parent that none of its subsidiaries held any Parent shares.

Opansa also notified the Parent that there were no persons such as those referred to in Art. 87.1.3.c of the Public Offering Act.

Also on April 24th 2015, the Parent’s Management Board received a notification from Norica, acting in its own name and on behalf of:

  • TrustService Limited Liability Company of Veliky Novgorod, Russia,
  • JSC Acron, a joint stock company of Veliky Novgorod, Russia, and
  • Subero Associates Inc., a private limited liability company of Tortola, British Virgin Islands, and
  • Mr Viatcheslav Kantor, a citizen of Israel.

 

According to the notification, following the in-kind contribution of Parent shares made by Norica on April 23rd 2015 to cover the increased share capital of Opansa, a direct subsidiary of Norica and an indirect subsidiary of TrustService, Acron, Subero and Mr Kantor, Opansa: (i) acquired, on April 23rd 2015, 9,450,000 Parent shares, representing approximately 9.527% of the Parent’s share capital and carrying 9,450,000 voting rights (approximately 9.527% of total voting rights) at the Parent’s General Meeting, and (ii) as a result of the transaction, exceeded the threshold of 5% of total voting rights at the Parent’s General Meeting.

Prior to the transaction, Opansa had not held, whether directly or indirectly, any Parent shares.

Following the transaction, Opansa held directly 9,450,000 Parent shares, representing approximately 9.527% of the Parent’s share capital and carrying 9,450,000 voting rights (approximately 9.527% of total voting rights) at the Parent’s General Meeting.

Also, as a result of the transaction:

  1. Norica Holding S.à r.l. holds, directly and through Opansa (its direct subsidiary) as well as through Rainbee Holdings Limited of Nicosia, Cyprus (‘Rainbee’), 19,841,700 Parent shares, representing approximately 20.0026% of the Parent’s share capital and carrying 19,841,700 voting rights (approximately 20.0026% of total voting rights) at the Parent’s General Meeting, of which Norica Holding S.à r.l.:
  • holds directly 571,348 Parent shares, representing approximately 0.576% of the Parent’s share capital and carrying 571,348 voting rights (approximately 0.576% of total voting rights) at the Parent’s General Meeting; and
  • holds indirectly, through Opansa, 9,450,000 Parent shares, representing approximately 9.527% of the Parent’s share capital and carrying 9,450,000 voting rights (approximately 9.527% of total voting rights) at the Parent’s General Meeting;
  • holds indirectly, through Rainbee, 9,820,352 Parent shares, representing approximately 9.8999% of the Parent’s share capital and carrying 9,820,352 voting rights (approximately 9.8999% of total voting rights) at the Parent’s General Meeting.

 

  1. TrustService, Norica’s parent, holds indirectly through its subsidiary Norica and through its indirect subsidiaries Opansa and Rainbee, 19,841,700 shares in the Parent, representing approximately 20.0026% of its share capital and carrying 19,841,700 voting rights (approximately 20.0026% of total voting rights) at the Parent’s General Meeting.
  2. Acron, TrustService’s parent, holds indirectly through its indirect subsidiaries Norica, Opansa and Rainbee, 19,841,700 Parent shares, representing approximately 20.0026% of the Parent’s share capital and carrying 19,841,700 voting rights (approximately 20.0026% of total voting rights) at the Parent’s General Meeting.
  3. Subero, Acron’s parent, holds indirectly through its indirect subsidiaries Norica, Opansa and Rainbee, 19,841,700 Parent shares, representing approximately 20.0026% of the Parent’s share capital and carrying 19,841,700 voting rights (approximately 20.0026% of total voting rights) at the Parent’s General Meeting.
  4. Mr Kantor, Subero’s parent, holds indirectly through its indirect subsidiaries Norica, Opansa and Rainbee, 19,841,700 shares in the Parent, representing approximately 20.0026% of its share capital and carrying 19,841,700 voting rights (approximately 20.0026% of total voting rights) at the Parent’s General Meeting.

 

For the avoidance of doubt, Norica stated that given the intra-group nature of the transaction, the total number of shares and voting rights held in the Parent, whether directly or indirectly, by Norica, TrustService, Acron, Subero and Mr Kantor, did not change and still totals 19,841,700 Parent shares, representing approximately 20.0026% of the Parent’s share capital and carrying 19,841,700 voting rights (approximately 20.0026% of total voting rights) at the Parent’s General Meeting (see Parent’s Current Report No. 64/2014 of November 1st 2014).

Mr Kantor also notified the Parent that apart from Norica none of his subsidiaries held any Parent shares.

Subero notified the Parent that apart from Norica, Opansa and Rainbee, none of its subsidiaries held any Parent shares.

Acron notified the Parent that apart from Norica, Opansa and Rainbee, none of its subsidiaries held any Parent shares.

TrustService notified the Parent that apart from Norica, Opansa and Rainbee, none of its subsidiaries held any Parent shares.

Norica notified the Parent that apart from Opansa and Rainbee, none of its subsidiaries held any Parent shares.

Each of Mr Kantor, Subero, Norica, Acron and TrustService separately informed the Parent that there were no persons such as those referred to in Art. 87.1.3.c of the Public Offering Act.

The Parent was also notified that in the 12 months after the notification date, Mr Kantor, Subero, Norica, Acron and TrustService may from time to time, directly or indirectly, acquire shares in the Parent in order to increase their shareholdings and number of voting rights or dispose of the Parent shares in order to reduce their shareholdings and number of voting rights in the Parent.

 



Shareholder Number of shares % of share capital Number of votes % of voting rights
State Treasury of Poland 32 734 509 33 32 734 509 33
ING OFE 9 883 323 9.96 9 883 323 9.96
Norica Holding S.à r.l.

(indirectly: 19,841,700 shares, i.e. 20.0026%)

571 348 0.57 571 348 0.57
Rainbee Holdings Limited*) 9 820 352 9.9 9 820 352 9.9
Opansa Enterprises Limited*) 9 450 000 9.53 9 450 000 9.53
TFI PZU S.A. 8 689 591 8.76 8 689 591 8.76
EBRD 5 700 000 5.75 5 700 000 5.75
Other 22 346 361 22.53 22 346 361 22.53
Total 99 195 484 100 99 195 484 100

 

*) Direct subsidiaries of Norica Holding S.à r.l.

 

On October 5th 2015, the Parent’s Management Board received a notification of the number of Parent shares held by Towarzystwo Funduszy Inwestycyjnych PZU S.A. of Warsaw acting as the fund management company for and on behalf of the following investment funds:

  • PZU Fundusz Inwestycyjny Otwarty Parasolowy,
  • PZU Specjalistyczny Fundusz Inwestycyjny Otwarty Universum,
  • PZU Specjalistyczny Fundusz Inwestycyjny Otwarty Globalnych Inwestycji,
  • PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2 (jointly: “TFI PZU Funds”).

 

TFI PZU S.A. stated that following settlement on October 2nd 2015 of the sale of 8,186,448 Parent shares from the portfolio of PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2 and purchase of 8,186,448 Parent shares for the portfolio of PZU Specjalistyczny Fundusz Inwestycyjny Otwarty Universum (executed in an off-session block transaction on the Warsaw Stock Exchange on September 30th 2015), the share of the TFI PZU Funds in total voting rights at the Parent’s General Meeting did not change and was as follows:

 

 



Number of shares held prior to and subsequent to the transactions: 8 530 189
% share of the Company’s share capital: 8.60%
Voting rights: 8 530 189
% share of total voting rights: 8.60%

 

 

TFI PZU SA further stated that:

  • Within 12 months from the notification date, the holding of Parent shares by the TFI PZU Funds may increase or decrease;
  • The TFI PZU Funds had no subsidiaries holding Company shares;
  • TFI PZU SA, acting in its capacity of the fund manager, may exercise voting rights at the Parent’s General Meeting on behalf of the TFI PZU Funds.

 



Shareholder Number of shares % of share capital Number of votes Number of votes
State Treasury of Poland 32 734 509 33 32 734 509 33
ING OFE 9 883 323 9.96 9 883 323 9.96
Norica Holding S.à r.l.

(indirectly: 19,841,700 shares,

i.e. 20.0026%)

571 348 0.57 571 348 0.57
Rainbee Holdings Limited*) 9 820 352 9.9 9 820 352 9.9
Opansa Enterprises Limited*) 9 450 000 9.53 9 450 000 9.53
TFI PZU S.A. 8 530 189 8.6 8 530 189 8.6
EBRD 5 700 000 5.75 5 700 000 5.75
Other 22 505 763 22.69 22 505 763 22.69
Total 99 195 484 100 99 195 484 100

 

*) Direct subsidiaries of Norica Holding S.à r.l.

In the period from October 5th 2015 to the date of this report, the Parent was not officially notified of any changes in the large holdings of its shares.

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