Uprzejmie informujemy, że węgiel dla klientów indywidualnych sprzedajemy wyłącznie bezpośrednio w kopalni „Budryk” w Ornontowicach. JSW S.A. nie prowadzi sprzedaży on-line, a wszelkie oferty i aukcje internetowe prowadzone z powołaniem się na JSW S.A., naszą nazwę lub logo są bezprawne.

Current report

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Current Report No. 29/2012

Retirement of shares, reduction of the share capital of Jastrzębska Spółka Węglowa S.A. and registration of changes in the Company’s articles of association.

Legal basis: art. 56 sec. 1 item 2 of the Act on Offerings – current and periodic information

Report content:

The Management Board of Jastrzębska Spółka Węglowa S.A. (“Company”) hereby informs that on 30 April 2012 the Company received a decision of the District Court in Gliwice, 10th Corporate Division of the National Court Register of 26 April 2012 regarding registration of reduction of the Company’s share capital in connection with retirement of 1,796,324 (say: one million seven hundred ninety six thousand three hundred twenty four) series C shares in the Company, corresponding to 1,796,324 (say: one million seven hundred ninety six thousand three hundred twenty four) votes at the Company’s Shareholder Meeting, and changes to the Company’s Articles of Association made pursuant to Resolutions no. 6, 7 and 8 of the Company’s Extraordinary Shareholder Meeting  of 17 April 2012, file ref. no. A 2747/2012.

The amount of the share capital after registration of the retirement amounts to PLN 587,057,980 (say: five hundred eighty seven million fifty seven thousand nine hundred eighty) and is divided into 117,411,596 (say: one hundred seventeen million four hundred eleven thousand give hundred ninety six) shares with the nominal value of PLN 5 (say: five) each.

The total number of votes resulting from all the shares issued by the Company after registration of the change of the amount of the share capital (retirement of shares) corresponds to 117,411,596 (say: one hundred seventeen million four hundred eleven thousand five hundred ninety six) votes at the Company’s Shareholder Meeting. Shares are retired through voluntary retirement without compensation.

The Company’s share capital structure after registration of the changes is as follows:

-     99,524,020 (say: ninety nine million five hundred twenty four thousand twenty) series A shares, which constitute 84.8% of the Company’s share capital, and 99,524,020 votes, which constitute 84.8% of the total number of votes at the Company’s Shareholder Meeting,

-     9,325,580 (say: nine million three hundred twenty five thousand five hundred eighty) series B shares, which constitute 7.9% of the Company’s share capital, and 9,325,580 votes, which constitute 7.9% of the total number of votes at the Company’s Shareholder Meeting,

-     2,157,886 (say: two million one hundred fifty seven thousand eight hundred eighty six) series C shares, which constitute 1.8% of the Company’s share capital, and 2,157,886 votes, which constitute 1.8% of the total number of votes at the Company’s Shareholder Meeting,

-     6,404,110 (say: six million four hundred four thousand one hundred ten) series D shares, which constitute 5.5% of the Company’s share capital, and 6,404,110 votes, which constitute 5.5% of the total number of votes at the Company’s Shareholder Meeting.

The following changes in the Company’s Articles of Association were registered:

·   § 5 sec. 1 and 2 with the following wording:

 “1.        The Company’s share capital shall amount to PLN 596,039,600 (say: five hundred ninety six million thirty nine thousand six hundred).

 2.         The Company’s share capital is divided into 119,207,920 (say: one hundred nineteen million two hundred seven thousand nine hundred twenty) ordinary registered shares with the nominal value of PLN 5 (say: five) each, i.e.:

- series A shares with numbers from 0,000,001 to 99,524,020,

- series B shares with numbers from 99,524,021 to 108,849,600,

- 3,954,210 series C shares,

- 6,404,110 series D shares.”

 shall read as follows:

§ 5

 “1.        The Company’s share capital shall amount to PLN 587,057,980 (say: five hundred eighty seven million fifty seven thousand nine hundred eighty).

   2.         The Company’s share capital is divided into 117,411,596 (say: one hundred seventeen million four hundred eleven thousand five hundred ninety six) ordinary shares with the nominal value of PLN 5 (say: five) each, i.e.:

 -           99,524,020 series A shares, including: 14,928,603 registered shares with numbers from 0,000,001 to 14,928,603, and 84,595,417 bearer shares, with numbers from 14,928,604 to 99,524,020;

-           9,325,580 series B bearer shares with numbers from 99,524,021 to 108,849,600,

-           2,157,886 series C bearer shares,

-           6,404,110 series D shares, including: 1,130,137 registered shares with numbers from 5,273,974 to 6,404,110, and 5,273,973 bearer shares, with numbers from 0,000,001 to 5,273,973.”

·   § 2 item 4) with the following wording: “Kopalnia Węgla Kamiennego "Morcinek" seated in Kaezyce”,

shall read as follows:

“4) Kopalnia Węgla Kamiennego "Morcinek" seated in Kaczyce”,

 ·   §4 item 51 with the following wording: “Lease of intellectual property and similar products, excluding copyright-protected works (77.40.2)”,

shall read as follows:

“51. Lease of intellectual property and similar products, excluding copyright-protected works (77.40.Z)”

·  § 11 sec. 5 with the following wording: “If the average annual headcount in the Company exceeds 500 employees one Management Board member shall be elected by the Company employees. Result of the election is binding [typing error in the Polish version] the body empowered to appoint the Management Board. Failure to elect a Company employee representative [typing error in the Polish version] to the Management Board shall not hinder the Management Board from adopting binding resolutions.”,

shall read as follows:

“5. If the average annual headcount in the Company exceeds 500 employees one Management Board member shall be elected by the Company employees. Result of the election is binding for the body empowered to appoint the Management Board. Failure to elect a Company employee representative to the Management Board shall not hinder the Management Board from adopting binding resolutions.”

·   § 11 sec. 6 with the following wording: “The Supervisory Board shall adopt election bylaws, which shall include a detailed procedure for electing dismissing the Management Board member elected by Company employees, and for holding supplementary elections referred to in section 9.”,

shall read as follows:

 “6. The Supervisory Board shall adopt election bylaws, which shall include a detailed procedure for electing and dismissing the Management Board member elected by Company employees, and for holding supplementary elections referred to in section 9.”

·   § 15 section 12 with the following wording: “As of the date of introduction of the Company’s shares into trading on the regulated market within the meaning of the Act on Trading in Financial Instruments of 29 July 2005, in the period in which the State Treasury, together with State Treasury subsidiaries, has the Company’s shares authorizing it to exercise at least 34% plus one vote in the total number of votes in the Company, the State Treasury shall be authorized to appoint and dismiss Supervisory Board members in the number equal to half of the composition of the Supervisory Board determined by the Shareholder Meeting pursuant to section 1 or 11 (if this number turns out not to be an integral number, it shall be rounded down to the next integral number) plus 1, however the State Treasury shall be precluded from voting at the Shareholder Meeting on appointment and dismissal or other Supervisory Board members; however, the State Treasury shall retain the right to vote in elections of Supervisory Board members by voting in separate groups and the voting referred to in Article 385 § 6 of the Commercial Company Code, and in the case of voting on appointment and dismissal of Supervisory Board members elected by employees referred to in section 4 and in [“in”missingin the Polish version] the case the Supervisory Board may not act because its composition is below the minimum required by the articles of association and the shareholders present at the Shareholder Meeting other than the State Treasury do not supplement the composition of the Supervisory Board with regard to the Supervisory Board members elected by the Shareholder Meeting.”,

shall read as follows:

“12. As of the date of introduction of the Company’s shares into trading on the regulated market within the meaning of the Act on Trading in Financial Instruments of 29 July 2005, in the period in which the State Treasury, together with State Treasury subsidiaries, has the Company’s shares authorizing it to exercise at least 34% plus one vote in the total number of votes in the Company, the State Treasury shall be authorized to appoint and dismiss Supervisory Board members in the number equal to half of the composition of the Supervisory Board determined by the Shareholder Meeting pursuant to section 1 or 11 (if this number turns out not to be an integral number, it shall be rounded down to the next integral number) plus 1, however the State Treasury shall be precluded from voting at the Shareholder Meeting on appointment and dismissal or other Supervisory Board members; however, the State Treasury shall retain the right to vote in elections of Supervisory Board members by voting in separate groups and the voting referred to in Article 385 § 6 of the Commercial Company Code, and in the case of voting on appointment and dismissal of Supervisory Board members elected by employees referred to in section 4 and if the Supervisory Board may not act because it composition is below the minimum required by the articles of association and the shareholders present at the Shareholder Meeting other than the State Treasury do not supplement the composition of the Supervisory Board with regard to the Supervisory Board members elected by the Shareholder Meeting.”,

·  § 20 sec. 3 item 1) letter (b) with the following wording: “selling shares in another company in which the Company's shareholding is lower than 1/10 of the share capital of such company,”

shall read as follows:

“(b) selling shares in another company in which the Company's shareholding is lower than 1/10 of the share capital of such company,”

·   § 20 sec. 3 item 7) with the following wording:

“purchasing and selling real estate, perpetual usufruct right or [typing error in the Polish version] interest in real estate or perpetual usufruct  with the value exceeding 1/20 of the Company's share capital”,

shall read as follows:

“7. purchasing and selling real estate, perpetual usufruct right or interest in real estate or perpetual usufruct  with the value exceeding 1/20 of the Company's share capital,”

·     § 20 sec. 3 item 8) with the following wording: “giving consent to the Company to conclude with the Company’s [typing error in the Polish version] affiliated entity a material agreement within the meaning of regulations pertaining to current periodic information transmitted by issuers of securities admitted to trading on the regulated market, excluding typical agreements concluded by the Company on an arm’s length basis, within the operating business, subject to § 35.”,

shall read as follows:

“8. giving consent to the Company to conclude with the Company’s affiliated entity a material agreement within the meaning of regulations pertaining to current and periodic information transmitted by issuers of securities admitted to trading on the regulated market, excluding typical agreements concluded by the Company on an arm’s length basis, within the operating business, subject to § 35.”

·    § 26 section 1 item 1) with the following wording: “reviewing and approving the Company’s Management Board activity report: the financial statements for the previous financial year and discharging the members of the Company’s governing bodies on the performance of their duties”,

shall read as follows:

“1) reviewing and approving the Company’s Management Board activity report and the financial statements for the previous financial year and discharging the members of the Company’s governing bodies on the performance of their duties,”

·     § 34 item 4 letter (b) with the following wording: “selling shares in another company in which the Company's shareholding is lower than 1/10 of the share capital [typing error in the Polish version] of such company”,

shall read as follows:

(“b) selling shares in another company in which the Company's shareholding is lower than 1/10 of the share capital of such company,”

·    in § 34 item 4, adding after “e)” subclause “f)” with the following wording:

 “f) taking up, acquiring or selling shares in a company for which JSW S.A. has the status of a parent company within the meaning of art. 4 § 1 of the Commercial Company Code.”

The Company’s Management Board submits the consolidated version of the Company’s Articles of Associated attached to this report.

 Legal basis:

§ 5 Section 1 Item 9 in connection with Item 12 and § 38 Section 1 Item 2 of the Regulation issued by the Finance Minister on 19 February 2009 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent.

 

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