Articles of Association

III. Capital

§7
  1. The Company capital shall be covered by the initial and enterprise funds, enterprise fund of the former state-owned company as per § 3 hereunder, and contribution-in-kind in form of 3,089,431 shares of Telekomunikacja Polska S.A. in Warsaw.
  2. The share capital of the Company shall amount to PLN 111,814,600 (one hundred and eleven million eight hundred and fourteen thousand six hundred zloty), and the remaining part of the Company's capital constitutes the reserve fund of the Company.
§8
  1. The share capital of the Company shall be divided into 2.236.292 (two million two hundred and thirty six thousand two hundred and ninety two) registered shares with nominal value of PLN 50.00 (fifty zloty) each in two issues:
    • Issue A numbered from A 000 000 001 to A 001 404 000 and,
    • Issue B numbered from B 000 000 001 to B 000 832 292, acquired as contribution-in-kind in form of 3,089,431 shares of Telekomunikacja Polska S.A. in Warsaw.
  2. All the shares as per section 1 above shall be acquired by the State Treasury. The receipts shall be deposited by the Company to which effect the Management Board of the Company shall issue an applicable certificate. The Management Board of the Company shall be obliged to surrender the shares owned by the State Treasury on its demand.
  3. The Management Board of the Company shall keep a stock register.
§9
Registered shares of A issue may not be converted to bearer shares before they are sold to third parties or made public.
§10
  1. The Company shares can be cancelled if the Company has a negative financial result for three consecutive fiscal years.
  2. Cancellation of shares requires shareholders consent.
  3. Manner of cancellation of shares shall be decided by a resolution of the General Meeting of Shareholders.
§11
  1. The initial capital may be increased by a resolution of the General Meeting of Shareholders by a new issue of shares (registered or bearer shares), or by increasing the nominal value of shares.
  2. Increase of the initial capital by increasing the nominal value of shares may be carried out only with own assets of the Company.
§12
he Company may purchase its own shares in cases described by art. 362 §1 of the Code of Commercial Companies.
§13
The initial capital may be decreased in the manner described by art. 455 - 458 of the Code of Commercial Companies.
§14
The reserve capital of the Company may be increased in the manner described by art. 396 of the Code of Commercial Companies.

 

back